Resonance
by Guardinthena
Summary: When Optimus Prime faces termination on the battlefield, Phage makes a desperate gamble to turn the tables on the Decepticons. Her plans go awry when she's taken hostage by Megatron, who believes she has the Matrix. Despite Decepticon concepts of hospitality, Phage objects to the claim that she has the sacred relic. What she does have and will not say, is Optimus Prime's spark.
1. Gambit

**Author's Note:** This is the first time in years I have returned to write fanfics for the community. The story line for Phage has plagued me for years and it was only recently that I sat down and started rereading some material I had already written for this fanfic and future ones. It rekindled my interest in writing the stories out rather than just reliving them in my head. And, after three weeks-here's the first chapter of Resonation, for me at least a long awaited return to the Transformer community.

For those interested, this is a soft-core reboot of the alternative universe I tentatively began to establish with 'The Golden Hour,' where I first introduced Phage. In this reboot, I have stripped her of her ability to transform into a motorcycle but retained her ability to transform into her prior human appearance. She is alternatively referred to as both a monoformer and an android by the Cybertronians and either looked down on or they have sympathy for her. I have also advanced the timeline of her age from a young adult between her teen years and early twenties to pushing thirty. What this all means for the fanfic timelines between my stories is this: The Golden Hour is first, then Resonation. I'm not sure if I'll rewrite The Golden Hour to reflect these changes. There is a lot to write going forward to jump back just at this moment.

With that, please enjoy!

* * *

Chapter 1,

Phage's hand flew to cover her mouth to silence the curt shriek that threatened to tear from her transorganic lips. She jolted badly and looked away from Teletraan-1's screens from the vicious assault taking place on the doorstep of the _Ark_. Bright red and blue laser fire erupted at rapid pace across multiple screens, Autobots and Decepticons exchanging fire in a complex chess match of Go. Explosions violently erupted any exchange when missiles or bombs went off. At any given time the Autobots and Decepticons were constantly engaging and disengaging, transforming and alternating shape given circumstance at a rapid rate. Engage. Exchange fire. Close distance. Frontal assault. Disengage. Regroup. Repeat.

The landscape outside had altered dramatically. The forest was on fire. Other parts, old trees, lay flattened from one of Thundercracker's sonic bursts. Craters dotted the landscape where none had been before. The dormant volcano that housed the defunct _Ark_ was steadily being ripped apart from one volley of laser-blasts to bomb explosions after another, but it was only the explosions that Phage felt shake the _Ark_ itself that rattled her nerves. With every tremor, she feared it would be the one that would breach through to the _Ark_.

Throughout it all, Teletraan-1 dutifully chronicled the entirety of the surprise assault with its spycams and security footage since the conflict had begun at the hazy hour just before dawn.

Gradually, Phage's optics returned to the central screen where the heated exchange between Megatron and Optimus Prime was displayed. It was this screen that Phage had been glued to, that screen that Phage would occasionally jump and scream and look away from and return to again. The two leaders were engaged hand to hand, long range weapons forgotten an hour before in exchange for close combat. And they were tearing each other apart.

Superficial scorch marks from laser fire, clean cut lacerations tore open their armor and exposed the delicate circuitry, wires and muscle cables beneath. Both combatants were leaking from various gashes.

Phage watched helplessly as Megatron lunged forward to plunge his energy blade through Optimus Prime. The Autobot Commander sidestepped and struck down, trapping the blade in the hook of his energy ax. With a deft twist, Prime had Megatron unarmed.

In the temporary upper hand, Optimus failed to see Megatron's free fist round about and smash into him hard across the helmet. Prime's helmet crunched on impact. The momentum sent him forward into the dirt and Megatron followed right after. He seized Prime by his shoulder struts, flipped him over, and proceeded with a volley of punches. With every hit, the metal of Prime's chassis whined and groaned, concaving centimeter by centimeter. The windshields cracked, spider-webbed, and shattered.

Then Megatron grabbed Optimus Prime's antenna.

The Decepticon Commander had Optimus's head between his hands and with a savagery that contradicted their advanced technological origin -ripped off Prime's right antenna.

Phage's hand pressed hard against her lips as if it could silence the short scream that tore itself from her throat. She jumped as colored wires trailed the broken antenna and lifeblood splattered across the combatants. She looked away from the savagery, head spinning and her gut twisted into knots.

For hours she had anxiously bit and chewed her bottom lip and twisted her braided synthetic hair in her hands. Rather than leave the command room her eyes kept drifting back to the screens. Anxiety wracked her mind.

 _If the Decepticons win and successfully destroy the Autobots, what would happen to me? Dear god, what_ **would** _happen to_ **me** _? Death._

She then quickly rethought: _Death would be a blessing. If they let me live...?_

A chaotic swirl of thoughts crowded her mind, all very possible outcomes if the fight was between humans and not alien sentient machines. _What_ **would** _Megatron do with me?_

She could only think of termination. She had no purpose to serve. She barely had a function among the Autobots. Everyday that she was shuffled off to go see if any of them needed assistance. Most days no one even bothered with her. She, the transorganic monoformer, didn't exist. When she had been human it had been another matter. She was as welcomed as her cousin Spike. That, she felt, had been a long long time ago.

"Come on Prime! Get up!"

Spike's cheer-leading ripped her from her morbid thoughts. She wasn't sure which was worse- the battle, the waiting from the side lines, or Spike and Sparkplug's commendation as if they were watching just another football game.

"Yes!" Sparkplug hollered, fist pumping the air. "Get them Sideswipe! Tear them apart Sunstreaker!"

Phage's attention was morbidly transfixed to the battle between Megatron and Prime. "Prime's in trouble." she muttered, her optics growing steadily larger and larger. She could scarcely believe what she was seeing. Optimus wasn't fighting back.

 _Is he stunned from the blow to the head?_

She kept a running log of all her recent medical training with Ratchet and cross referenced it with every injury. She calculated the damage, the repair time, the unseen damage underneath. Was it all life-threatening or just messy? Her conclusion startled the femme.

"Prime's in trouble." she repeated loudly, forgetting her braid. "He's going to die!"

Every screech of metal, shattering and cracking glass, Phage's muscle cables twitched and jumped. "My god," Phage gasped, "Can Prime call for back up? Is anybody out there seeing this?!"

Spike and Sparkplug went silent. Then Sparkplug swore and shouted at Teletraan-1. "Alert the Autobots! Prime needs helps!"

{Negative.} beeped Teletraan-1. {Unable to requisite your request.}

"What! Why?" Sparkplug shouted at the super computer.

{Communications are nonfunctional.}

"Soundwave." Spike cursed. He announced suddenly, "I'm going out there."

"Don't be stupid Spike!"

"Someone has to help Prime!" Spike was already running for the entrance to the _Ark_. "Get the Medbay prepped dad!"

"Get your armor on son!" Sparkplug was yelling after him but the gesture was redundant. Spike was already heading for the armory. Grumbling along the way, Sparkplug took off in the opposite direction to prep the Medbay. "Give me a hand, Alice."

Phage flinched at the name. Her old name. The name of a woman that had been dead nearly two years. Only her uncle still bothered to call her that but she hadn't felt she was Alicean Witwicky in a long time. Just an android with her memories and mannerisms. It soothed and hurt all at once. Phage pushed back the swell of identity crisis.

She half turned to follow but her optics kept her rooted to the screen.

"Prime's going to die." She reiterated.

"The Autobots will get there. He's been through worse."

Her optics flashed across the dozens of screens. "Everyone else is locked in combat elsewhere."

"Alice."

She couldn't move. Megatron had Prime straddled and visiting a flurry of blows to Prime's head. Phage felt she would be sick.

 _...Internal damage. Head trauma. Cerebral rewiring for the antenna to the CPU. Potential short term memory loss. Windshield replacement. Panel replacement. Scratch prior- a whole new chassis. Torn hoses, muscle cables, high potential damage to the spark casing and fuel pump -_

The germination for a vague plan sprang to her mind but indecision struck her. Fear. Dread. Charge through that mess? To Prime? Then what, kindly ask Megatron to step aside so she could repair him? She scoffed at the thought.

 _Stop thinking. Just do. Action._

She shifted constantly, muscles straining between action and restrain, locked between the two like a car revving at the start of a race but the foot was on the break.

Charging through a battleground to aid fallen soldiers – that's what Ratchet would do. Something he had told her she would be faced with one day herself.

Here it was. Sooner than she liked.

"Do what you have to." Sparkplug said suddenly. Phage blinked and looked to her uncle in shock. Had her internal conflict been so apparent? "You know where the armory is. Make it fast."

"There is no time to run to the armory and back."

"Just act." Sparkplug said. Phage stared down at him. "Action. That's what the military teaches you. If you're going to do something -for god's sake do it and do it well."

 _Just act._ Phage repeated it to herself as a mantra. _Just. Act. Action. Action. Action._

Pedal to the metal. Foot off the break. Phage took off at a run.

Sparkplug carded his stubby fingers through his graying hair. "I hope she's not winging it."

* * *

Gasping for breath, Phage arrived at the entrance to the _Ark_ , pulling up short under the cover of the shadow of the craft. She scanned the war zone outside and nearly talked herself out of it.

"Prime needs help." she told herself severely. "He would help you." She quickly corrected herself. "He _has_ helped you."

She hopped between her feet, eyeing and calculating the strafing laser fire from the Seekers, return fire from the Autobots. Listening to the roar of jet engines and cars alike. Seeking a pattern in the chaos, plotting a beeline course for the eye of the storm. She tried her wrist comm-link and an explosion of chaos poured through. Injured, pinned down, whose available, whose going to Prime?

That was repeated again and again.

Whose available? Prime down! Repeat. Everyone speaking all at once. Nobody getting any answers. Nobody was really communicating. Just shouting all at once. They couldn't respond.

Chaos.

Breath in through the nose.

Out through the mouth.

Calm. Focus.

Breathe.

The wailing of the Seekers engines held her back. She focused on her breathing. When their laser fire cut across her intended path and up the side of the mountain, she tried to calm her racing fuel pump. Screams and shouts of take cover pierced over the and outside-a cold reminder that everything was so close at hand. The Seeker engines roared and grew distant. Then quieted. A lapse in the chaos.

An opening in the pattern.

 _Go._

{Available!} crackled Ironhide over the comm-link. {I have the Twins with me.}

Suddenly, from Sunstreaker and Sideswipe: {Wreck and rule!}

{We're engaging with Megatron. I repeat, if anyone can hear this-}

 _Go!_ She screamed internally at herself.

Her body snapped to obey. She burst forth from the shadows of the _Ark_ into the full unforgiving afternoon sun in June. She could not remember a time she ever ran so hard. Her feet pounded the earth and ate up the distance between herself and Optimus Prime's inert body littering the barren earth. On her eleven'o'cloak, Ironhide, Sunstreaker and Sideswipe streaked in a long arc towards Megatron. The two forces collided violently. The Lamborghini Twins made it ahead of the slower Ironhide, and in their flamboyant fashion they transformed at full speed and launched themselves at Megatron. To her shock, the DecepticonCommander turned to address the cavalry before their arrival. With a power and savagery that rattled her to her core, Megatron grabbed Sideswipe first then Sunstreaker out of the air and twisted around with momentum of their kinetic force incoming at roughly 120 miles per hour and threw them back at the incoming Ironhide like an gold-medal Olympic discus thrower. Ironhide barely had time to transform before all three ended up in a pile of limbs and parts.

Her fuel pump hammered in her throat. Megatron launched himself after the Twins and engaged all three in a vicious brawl that rivaled the brutality of Prime and his moments ago.

Laser fire suddenly erupted along her path. The shriek that ripped from her throat was lost in the cacophony of the melee. She was running too fast to slow and burst through the downpour of earth and dust on the other side unscathed.

 _So far._

It was not the first or the last. Stray laser fire sizzled the air sometimes inches ahead or a centimeter behind. The heat from the stray fire that cut too close seared her soft transorganic flesh. Phage yelped and clenched her denta and hissed with the first few. Later, as her muscles strained and burned, she did not feel the heat at all, though she saw by her arms and pumping legs that new black marks appeared at an astounding pace. She dodged and weaved, looking to and fro. Painfully aware of sudden moments and lights in her peripheral. Her audio receptors straining hard to pinpoint the long whine of incoming missiles or Seeker engines. She had to duck a missile once. How she managed to find herself running between combat lines she could not fathom but it seemed that both red and blue laser fire erupted all around her.

Blue laser fire ate up her vision. A searing sensation tore across her right cheek. Phage did not slow. Even as she felt cool liquid streak down her jawline.

The last stretch she was heaving for a breath of air that was not hot and leave her glossa and throat parched. The muscle cables in her legs burned. Her lungs ached. It had been years since she had had to run anywhere. And never with such a boiling pot of mixed emotions snapping at her heels.

Dirt kicked up and trailed behind her as Phage dropped and slide the last few feet to Prime's mangled body. Sweat poured from her brow. Laser marks kissed her body in a haphazard fashion. She was forcing air through her systems nosily.

She permitted herself a hectic moment to scan Prime's body once over and bemoaned the gravity of the situation. Prime was far worse off than she had imagined.

She punched Ratchet's line in through her comm-link, praying that communications were back up. "Ratchet! Ratchet I need you!"

Her comm-link crackled to life.

{You're insane!} Racked Ratchet's voice immediately over the comm-link. An immense sense of relief flooded through Phage at the sound of his voice. {Fragging _insane_! Running across the damn fragging battlefield like that! You're not modified for a warzone! What the slag were you thinking leaving-}

 _"RATCHET!"_ Phage screamed frantically, the pitch blending with the whine of twisting metal. "Prime is _dying_! I can't repair this kind of damage on my own! I need you over here yesterday!"

A hail of heavy fire roared over the comm-link. Phage pulled back as if it could strike her. The femme's optics leapt from her wrist across the field where laserfire ripped the mountainside apart.

{I can't reach your position, Phage! We're pinned down over here!}

"Shit!"

{Okay wait, remain calm. Hold on. Let me think!}

"There's no time." The comm-link suddenly went silent. No amount of fiddling with the device could revive it. Very quickly she concluded interference. "There's no time." Her fuel pump was hammering wildly away against her chassis.

Phage licked and bit her bottom lip alternatively as her hands sped over Prime's chassis quick and jerky. She lacked Ratchet's gentle touch as she smashed the remainder of the windshield with her elbow. Then taking hold of the concaved panels, she yanked one open with one mighty pull, the metal protesting. The hinges broke. She discarded the entire frame. It would have to be removed and replaced anyways.

Every second and a half she glanced over to observe the battle between Megatron, Ironhide and the Twins. Every time she was astounded she had not yet been noticed by the Decepticon Commander. Every additional second was a blessing. Every next one she feared could be her last.

 _He would kill me._

She shoved the thoughts roughly aside. _Focus._

Her hands dived into Prime's chest cavity seeking and finding a release that triggered the under armor to separate. It should have lifted to reveal the delicate internal systems below on its own but Phage had to force it. Her face grew long and stressed seeing the extent of the damage beneath, momentarily lost as to where she should start.

"Checklist." she was muttering. "Severe leaks. Patch. Compromise to the fuel pump? Spark chamber? Stabilize. Stabilize. _Stabilize_."

Very quickly she became coated up to her elbows in Prime's lifeblood as she patched leaks with adhesive mesh or staunched the flow of others at their source with an expanding foam mixture, all her medical tools pulled from her subspace pockets. Seconds felt like long gut wrenching minutes. A minute felt like five. How had Megatron not seen her yet? The question kept running through her head.

Suddenly, Optimus Prime's hand struck out and snatched her right wrist in a vice like grip. Phage jumped badly, a shriek passing her lips that set her on edge on who could have heard.

"Optimus! Optimus, my god! How are you-" His grip neither tightened nor loosened but she could not pull her arm free. "It's me! It's just me." she tried to say soothingly, but the tension and stress leaked through. "Let go. I'm trying to help you."

The fierce blue light of his optics dimmed behind the spider crack in his optical lens. A flicker of recognition crossed them. "Alice?" His voice was wet. Thick with fluids. Her eyebrows knitted together in alarm even as Optimus corrected himself. "No your...Phage. My memory is...so hard to think right now." His whole body rattled with a slew of wet coughs. Lifeblood leaked between the fine lines of his battlemask. Phage could only gap in horrified silence.

 _How is he functioning? The damage alone to his cranium-_

Lazily Optimus Prime's optics trained on her hand locked in his grasp.

"Your hand...Phage, are you damaged?"

She bit her lower lip. Optics wide. "Optimus, let go of me. You're -" she was going to say _dying_ but choked on the word, "badly damaged. I need to repair you."

He mumbled something of what she said, but it was ultimately lost under the garble of fluids flooding his vocal unit. The fool tried to sit up and Phage easily pinned him back to the earth. The lack of effort to do so on her part alarmed her. "Lay still. Don't move."

"Internal reports -critical." He labored between each word.

Her optics dropped to his exposed chassis. "I know." She tried to free her hand again and found she was easily able to slip his grasp. Prime's hand dropped heavily back to the earth as she dived back into the repairs.

She kept casting her eyes over towards Megatron.

Her fuel pump hit hard against her chassis when she caught a glimpse of Megatron slamming his fist into Sideswipe's midsection then threw him to the ground hard enough to kick up a dust trail. She thought her fuel pump skipped a beat when Megatron started to turn around. Sunstreaker and Ironhide were on him before he could.

Sideswipe was slow to pick himself back up, his servos straining with the effort. His head lifted up and their optics caught across the battlefield.

Time warped and stretched. A second seemed to last forever.

Sideswipe mouthed something she didn't quite catch. But a grin touched his lip components that was meant for her. With renewed vigor he leapt off the ground and tackled Megatron at the waist.

She swallowed her fuel pump.

 _They're using themselves as cannon fodder for you. Buying you time. Don't fuck this up._

She tore her optics away and focused at the task at hand, worrying her bottom lip all the while. She couldn't stand to see Megatron tear Sideswipe to pieces too.

Once she had caught all the leaks she could find, her attention drew to Prime's spark chamber and stopped. It was destablized.

 _I can't fix this._

The realization hit her like a sledgehammer to the gut.

"I can't." she whispered hoarsely even as her hands moved jerkily to hack out the battleground repairs. At that same moment Optimus was saying; "Can't open." He gestured weakly to his chest. "You _must_. Phage, m-trix. Take-" He coughed and his vocal unit malfunctioned. "Take to-"

She ignored him, batting his hand down. "Stop it. You're not dying."

Her processor was awhirl, how did she keep his spark stablized long enough for Ratchet to arrive?

With an almighty force of will, Prime grabbed her wrist, stilling her movements.

"Take the Matrix." Optimus coughed through his stressed vocal processor, managing to punctuate the severity of each word. The renewed fire in his optics astounded her. "Megatron cannot have it."

A toxic swell burned her from the inside out-anger, grief, defiance. Abruptly, she recalled other battles over the years. Other times Prime had drawn out the Matrix from his chest in the security of the Medbay and healed his fallen comrades by it's mere light.

She had always shied away, unable to comprehend the miracles it wrought. The Matrix challenged the very foundation of her thinking – of Alice's thinking. How could she scientifically explain away something like that when she refuted the concept of a god. Often she tried to ignore it's very existence even when she found herself holding the damn thing and being told a thousand times by Ratchet to handle it with the greatest of care.

Abruptly, she found herself fuming. Irate with him. She glared. "Keep it safe yourself." she hissed. "I've seen you use it to revive and heal the 'bots before. Use it! Heal yourself you coward!"

He squeezed her hand. There was a warmth in the glow of his optics. "There is the ferocity." Uncharacteristically, Prime tittered. Phage's optical ridge shot up her forehead. The moment passed as oddly as it had come. "If Megatron gets the Matrix, he'll have an army. Do you-" he paused to gather himself, his optics squeezing shut. She could not fathom the pain he was in. When he could he finished, "Do you comprehend?"

They held each others optics, Prime pleading with her to understand. Phage struggling with what he was asking: Leave him to die. Take the Matrix.

A wild thought blossomed in her mind.

How much time _did_ she have?

Phage broke eye contact to glance over to the melee. Ironhide and Sideswipe were down. Sunstreaker was the last one standing. Her stomach twisted into knots when she caught a vicious glance from Sunstreaker as he and Megatron circled one another like top predators battling it out over a kill. She didn't hear what they exchanged. She would not have been able to process it if she had.

"Phage." Prime squeezed her hand. "Get it to Jazz."

She burst into action, stealing her hand back from Prime and lightly leaping over him so that her back was to Megatron. Prime followed her with his optics-a question in them.

"I have a better plan."

Her hands dived back into his chassis. Working fast, she found and flipped the necessary catches to trigger the mechanisms to release the Matrix. She had to carefully shift and lift his spark chamber as the mechanisms were too badly damaged to obey. Just beneath it there emitted the warm glow of the Cybertronian artifact buried deep in his chassis. In an instant she saw why the Matrix wasn't healing him-Megatron had damaged the very cavity where it lied jacked into Prime's systems with the brutal ferocity of his attack. She didn't hesitate to lift it from its resting place, all sacred rites lost on her of Passage and Bearers.

As suddenly as the glow of the Matrix was there it vanished from view.

Relief flooded Prime's optics.

"Go." Optimus's own voice came out garbled, his vocal processor flooding with fluids.

Her free hand was already fast at work to lock his spark chamber back over the empty Matrix cavity. Phage's optics were narrowed into sheer determination. "No."

His spark chamber snapped back into place with a satisfying click.

Suddenly, Optimus Prime's optics became dim and unfocused. His large blue iron hand gently cupped her face. Phage stilled. Her optics jumped up and locked with his.

"Ariel, I missed you." She gaped at him. "Where did you go? I thought you died."

Phage mouthed the name 'Ariel,' optics scrunched as her hand covered Prime's. A swell of sympathy nearly snapped her over stressed nerves. She wasn't sure what to say other than, "I haven't left you. Not ever."

His optics dimmed. His hand went slack.

Optimus was either terminating or slipping into stasis lock.

Phage took no chances.

Her hand dropped away from Prime's hand on her face. Her fingers flew over his spark chamber as his hand hit the ground a second time and laid motionless thereafter.

Another cerulean light blossomed and then disappeared.

* * *

"Ow!"

Something struck her from behind and clattered to the ground. Phage stiffened then looked to find what it was. Too long under tension pitched her to a quick temper. She grabbed the piece of discarded scrap and threw it back in its general direction – only to see too late it had been a piece of Sunstreaker's chassis.

To her horror, Phage realized several things at once.

The throw was horribly off. Mortifingly so. It left her hand too early and in a wide useless arc that went yards wide of its intended direction. She registered that the clamorous commotion of combat had died off, leaving an uneasily silence in its place that weighed on her senses. Then, there was Megatron.

The Decepticon Commander's optics slid lazily through the air to track the trajectory of the projectile. His optics snapped back to her and borrowed into her.

Phage's breath caught in her throat. Her body locked up under his burning gaze, bright and fierce as binary red stars.

The whole of Megatron's battle-scared frame heaved to cool his systems. Riding high in the cusp of battle ecstasy and total victory he was salivating at the mouth, drool and trickles of his lifeblood mingling. Steam rose from his white hot fusion cannon. Beyond him, Ironhide and Sideswipe lay in a mangled mess. Sunstreaker's inert body still hung from his energon-stained hands.

She wasn't sure if the Terrible Twins were regenerating.

At that moment she could not imagine something more terrifying than the advanced biomechanical military genius before her reduced to the feral brutality of a monster.

Megatron's lips twitched at the corner threatening to break into a wolfish grin. Between his heaving to cool his systems, malicious laughter gurgled up.

"What is this?" Megatron swept his optics over her crouched frame as if trying to decode a puzzle box. "I had forgotten about you." He dropped Sunstreaker's body like so much useless scrap. The racket of Sunstreakers impact rang like death knell's in her audios. Her nerves shook.

Somehow she managed to tear her optics away and whiped around. Her gaze transfixed on Optimus Prime's dark optics. She couldn't move. Her body felt like lead.

 _Where would I run?_

 _Had he seen?_

 _He would run you down you idiot._

Phage couldn't move, rooted to her spot both in indecision and dread. She was nearly thirty years if she counted Alice's experience in life. Megatron was more than nine million, a machine god of death and destruction. She could not feel more insignificant or so powerless.

 _Be strong._ She gently chided herself. _You have to be strong._

She could feel his optics borrowing holes betwixt her shoulder blades.

"Now this is precious. Absolutely precious." Megatron reiterated, she could just sense the feral grin. "Have your moment to mourn your fallen leader, Phage. It will be the last time you will ever see his body whole -if at all."

Her audios strained to the point of hurting to catch every footfall. Tracking him as he made his slow, steady approach. Her breath hitched when he stopped behind her. Dirt dusted up around her ankles, pushed in a thin breeze.

She flexed her hands into fists to hide the tremble.

Time ground to a snails pace and stretched out.

Abruptly, Megatron remarked sincerely: "You did all that you could."

Phage blinked. The breath rushed from her lungs. That was not what she had expected and the sudden transformation from Mr. Hyde to Doctor Jeykll left her reeling.

"Medical training is it." he went on, observing everything she had done. "It must keep you locked away in the _Ark_ at all hours. Medics are rare here. I cold find use for that."

Was he – not going to kill her then? The fear of him slowly drained from her nerves. She had purpose? She said nothing. Couldn't.

A sense of euphoria seeped through her veins to fill the void where her fear had been when she realized Megatron had not seen what she had done.

 _He hadn't seen!_

"Stand."

She hesitated, her mind spinning fast to plot out avenues of escape. _He_ **hadn't** _!_

"Stand." Megatron commanded with impatience.

Phage inched to her feet on unsteady legs. She held her hands up open palmed and felt inclined to say through a tight constricting voice, "I'm unarmed."

"That is apparent." He said so with a crisp dull tone. "Monoformer, lacking body modifications beyond your obvious ascension." There was a second's pause, then, "Your comm-link isn't even embedded into your neutral network."

Phage glanced at her wrist where the comm-link was strapped like a watch. Frustration poisoned her veins. She had asked Ratchet repeatedly for basic upgrades but Optimus had denied them all because of her transorganic state, Ratchet was afraid he could not repair her if something went wrong. Optimus had agreed. She had accepted their decision with reluctance.

"Your courage is noteworthy. Charging through the thick of battle, into the optic of the storm, to save your leader when you have no protection and no battle armor of a kind...beautiful heroics or foolhardy error."

"Time will tell." She rasped out before she could stop herself.

His heavy bloodstained hand came down heavily on her shoulder strut. She nearly collapsed under the pressure and over stressed nerves. He made her turn around.

Like Prime, Megatron towered over her so that as she turned she saw only the fine battle-scared detail of his abdomen, her head topping off just below the Decepticon symbol proudly emblazoned on his chest panel. His hand left her shoulder strut and cupped her chin, tilting her head up to meet his optics. Her throat went dry and all thoughts of escape became suspended from her mind.

He titled her head this way and that, examining her face in critical detail from every angle. At one point, he thumbed her cheek where laser fire had come far too close for her liking. She didn't question the lack of pain as he traced it. She had always had a high pain tolerance. As he took a particular interest in the burn, he was saying, "Beyond your medical training, I recall that you can phase. Perhaps the run wasn't as risky as it appeared." Her fuel pump had managed to get fixed at the back of her throat. "I am curious how you've managed to stay sane. Phasing deteriorates the individual body and mind. You've remained whole thus far. I could make great use of such a pure form of outlier phasing more than your limited medical career."

Her cracked lips parted. She did not know where the strength came from to stand and address him back: "I would ask that you release me so that I may return to the _Ark_. You agreed with Optimus Prime that-"

The lines sounded so painfully rehearsed. Truthfully, they had been ground into her in the event that she was captured. This situation however -

Megatron cut her off sharply, a note of irritation pulling at his features. "I know what was agreed." He replied curtly, dropping his hand from her chin. Phage's lips locked back together. "But Optimus Prime is terminated. You are remiss to believe that your neutrality still matters." He eyed her lazily. "I would suggest you stand aside and wait out the hour. The _Ark_ will not protect you. Very soon there will be no more Autobots. They will either obey or follow their Prime."

"They won't obey you."

"They must. We are all that remains of our species. Going forward will be the survival of us all and I need all hands and talent everyone possesses. I will make them see logic. I will not accept adversary." Her lips parted but she wasn't even sure what she would have said. Megatron cut her off anyway, "You and I will discuss these matters-and your future function-later."

He paid her no further attention as he pushed her aside. Her own overworked nerves gave out and she fell. She kissed the dirt, scrambled and rushed to regain her footing. Hesitation held her back from outright running, but when she realized he was done with her Phage ran.

Megatron noted her path on his internal scanners and became bored with the predictability of the contagiousness of Autobot hope. He didn't bother to stop her. Finding her later in the _Ark_ would not be difficult.

Phage was painfully aware that he battle between the Autobots and Decepticons had come to a halt. Phage had a sense that apprehensive optics from the Autobots scattered across the battlefield were trained on Megatron as he stood over Optimus Prime's corpse.

She did not stop running until she reached the massacre of Ironhide and the Twins. Phage slid between the Sunstreaker and Sideswipe, kicking up a trail of dust in her wake.

"Sideswipe!"

No response.

"Sunstreaker! Ironhide?"

Deafening silence ground down on her audios. The battlefield had become a cemetery.

Phage worried her bottom lip. She dropped her head against Sideswipe's chassis and tried to still her own rapidly beating fuel pump.

There.

She was certain. A pulse. Strong and steady and defiant.

A long held breath rushed rapidly from her lungs.

Sideswipe was alive. Which meant Sunstreaker was alive. The Twins were a mess, but regenerating slowly. Phage counted her blessings for indestructible twined sparks, but swore when she realized they would be out for the long haul. They could not help her any further- more importantly, the wrecking mechs that were the Twins couldn't help her further. Sideswipe couldn't.

" _Shit_."

 _Shitshitshitshitshitshitshit!_

"Autobots and Decepticons!"

Phage's head snapped up and immediately looked away, Megatron stood over Prime's body, severed head hanging by his circuity in hand. "Optimus Prime is terminated! Today marks the beginning of a new age for Cybertronians-"

Phage felt like she was going to gag. She didn't hear the rest. She leapt up and ran. Her fuel pump hammered in her throat, her lungs burned and her legs felt like lead.

Only one thought, one destination in sight: _The_ _Ark_ _._ _Get to the_ **Ark** _._

It's defenses would be enough to hold off the Decepticons. Enough for the Autobots to regroup once they realized-

 _She_ realized Megatron had stopped monologuing. Terrible silence descended behind her worse than the one before, prompting her to flash a quick glance over her shoulder strut.

She wished she hadn't.

Megatron gaped down into Prime's chest cavity. Optimus Prime's severed head in one hand, the other in Prime's chest searching for and failing to find what he wanted. The moment she looked back Megatron's head snapped up. His optics locked on her fleeing form -intense, predatory and murderous.

A strangled noise squeaked out of her passageway and she redoubled her speed. The muscles cables in her legs protested and burned. Her lungs were on fire already. She wasn't use to running. Not for years.

"DECEPTICONS! **GRAB** _HER_!"

The command carried across the battlefield and echoed in the nearby woods around the mountain for miles as it boomed over microphone. The heat of his rage, the snarl on his lips obvious by the vehemence in his words.

Doctor Jekyll had once again fallen to Mr. Hyde.

Ancient silent optics as old as young stars belonging to hardened war machines zeroed in on her position. Unspoken communiques passed invisibly over comm-links: Decepticons- capture. Autobots: protect and retrieve.

There was no need to tell the Autobots what she had stolen from Prime's chest cavity that had Megatron furious -the Matrix. Their last hope to revive Prime and their comrades.

And like that, the battle recommenced.

Positions shifted and reshuffled, settling in for the second half of the battle.

Laser fire erupted all around her. She screamed, slowing down and covering her face as debris exploded around her.

"Grab her I said!" Phage could hear Megatron snarling over the Decepticon comm-links behind her. "Not shoot her! I want her in one piece!"

All at once the down pour ceased. Clumps of earth rained down and peppered her frame. Phage coughed as she made to run through the dirt screen when someone grabbed her left wrist and pulled her back. Her head whipped around and saw the blue Seeker Thundercracker.

"No you don't femme! Megatron-gah!"

It happened quickly. Jaw set, Phage flowed with the momentum as Thundercracker dragged her back. She abruptly planted a foot on his one bent knee, used it as leverage to gain the extra feet she needed and slugged him clean across the jaw. He released her wrist and stumbled back grabbing his jaw. Phage followed up with a hard swift kick in the side of his knee joint. The Seeker went down hard with a shout. She whipped back around, braid flying in an arc through air with the momentum, and ran.

"Glitch!" Thundercracker shouted after her as Starscream transformed and landed next to him.

"Watch how it's done, Thundercracker!"

He leveled his null ray, took aim and fired-

-and gaped as a blue shimmering force field surrounded her a half nanoklik before his blast would have struck her.

Phage stopped on a dime, staring around at the force field surrounding her in a moments loss. Then, it clicked -Trailbreaker's force fields.

Her comm-link crackled to life. The first she had heard it in a long while. Prowl's face flashed across the screen. The levelheaded tactician's visage was contorted into the countenance of a near mental breakdown. {PHAGE, **RUN**! I'm redirecting all available personnel to you!}

No additional prompting was needed.

She didn't have far to run before she spied Trailbreaker, Hound, and Smokescreen speeding her way. They closed the gap between them swiftly. Smokescreen was the first to reach her. He hit the breaks and spun around her in a wide arc, spewing out a thick gray wall of smoke that hung heavily in the air and obscured their view of the Decepticons.

None of them transformed as they circled her.

"Hold still!" Hound commanded and two more of her materialized from thin air and mirrored her every moment. Phage didn't have time to bat an optic. "Alright I'm good."

"Quick, get in." ordered Trailbreaker as his passenger side door sprang open.

"You don't have to tell me twice."

"This won't work for long." Hound bemoaned. "I can smell the Matrix energy all over her. It won't be long before the Decepticons realize our duplicity."

"So long as they follow their visual sensors and not their scanners." Smokescreen remarked, "We might make it."

Using her mass displacement, Phage shrunk to the size of a human and leapt inside. She barely got her foot inside Trailbreaker before the door slammed shut. A glance out the window showed her that Hound's holograms of her boarded the other two mechs.

"Hold on, this is going to get bumpy."

Her arms snapped to the dashboard and dug in.

The three Autobots sped off in three separate directions. Only Smokescreen took to the air in his vehicular mode.

"I didn't know you had guts of steel." Trailbreaker remarked.

"What?" Phage's mind was a million miles away. Her optics kept glancing at all the rear and side view mirrors and out the windows. Thundercracker and taken flight and went after Smokescreen. Starscream was after Hound. Trailbreaker was zig-zagging around craters and the inert bodies of the broken apart Constructicons in a wide arc that would take them the long way around to the _Ark_ at high speeds. The trek was bumpier than it needed to be.

"Doing what you did." Trailbreaker continued. "Not many would. You're alright in my book, kid."

"Trailbreaker," Phage began desperately, "why are you going the long way around? We have to get back to the _Ark_ fast."

"Just trying to look the least desirable. It's working, Phage. Don't worry."

Her optics rounded on a central screen display in his dashboard where his face flickered to life. "Don't worry? How can I-" she broke off and started again in a jumbled rush, "That's great just- just get us back to the _Ark_ asap before Megatron realizes what I've done!"

Trailbreaker's optics narrowed as his optical ridges knitted together. "I'm not following. He already knows that you have the Matrix."

"I _don't_ have the Matrix."

His countenance did not break. Instead, one of his optics grew larger while the other stayed narrowed. "How can you _not_ have the Matrix? My sensors are picking up Matrix energy all over you."

"I-"

"Slag!"

Trailbreaker slammed on his brakes and veered sharply to the right. She wasn't wearing her seat belt. Phage's body flew off the seat and collided with dashboard. The air rushed from her lungs in a painful woosh. Her head smashed forward and spider-cracked the windshield. Pain blossomed in her head. Stars exploded across her vision. Her lifeblood smeared the inside of the windshield. She became a ragdoll as her body flew through the cab and crashed haphazardly into the driver's side door.

"Phage!"

Everything happened too fast. There was a cacophony of screecing tires, the stench of burnt rubber, and the whole cab spinning multiple times over. There was the sound of shattering glass and then she was rolling across the barren red earth. Her body rolled to a halt in a haphazard heap.

Phage felt she laid there in the dirt for a long time trying to regain her breath and make sense of what had just happened. Clear blue skies filled her vision. Thin wispy clouds drifted by lazily overhead. It could have been any other lazy Sunday afternoon in summer.

' _Optimus and Bumblebee should be coming around soon.'_

 _A swell of excitement filled her breast. 'I can't wait to hear more about Cybertron!'_

Phage squeezed her optics closed. She labored to catch her breathing and sort out the jumbled mess in her head.

 _No. No-._

Another of Alice's memories. She wasn't human anymore. Those teenager years were a decade and a half gone. Why was her arm under her back? It hurt. Everything hurt. She tried to shift her weight and free her arm.

 _Car crash._

 _Trailbreaker. Where was Trailbreaker?_

 _How could I forget the seat belt._

A shadow loomed over her.

"This one isn't fading."

Several faces swam into view, each one staring down at her.

"Because it's the right one, Dead End."

There was a croon. "And victory goes to the Stunticons!"

The tallest of the Stunticons, a dark gray and purple mech, transformed into a semi truck. "Load her up." She was picked up by one of the Stunticons and dragged, feet trailing through the dirt, up the ramp and into trailer. They laid her on the floor and started to leave. "Breakdown, stay with her. We don't need her any more banged up than she is."

The mech stiffened. "Why me? What did I do?"

"Just do it, Breakdown!"

The mech lingered awhile longer and then came back in and sat down next to her.

The trailer door slammed shut just before they rumbled off. It was not long before the Decepticon was muttering to himself.

"He signaled me out on purpose. I just know it."

Phage's optical ridges knitted together. She tilted her head to examine the Decepticon but had to wait for her world to stop spinning. Breakdown's attention snapped to her and he frowned. "Stop staring at me!"

An uneasiness settled over Phage. Something about the Decepticon seemed more off than the normal.

Quickly she glanced away and focused on the ceiling, her body swaying with the motion of the trailer. The pain had begun to subside and her world didn't feel like tilting crazily every time she turned her head. Outside multiple engines roared, veered off and returned. She started to pick up that it was the other Stunticons that had picked her up acting as convoy. They were probably trying to keep the Autobots at bay.

She had to get out.

As inconspicuously as she could so as not to upset the jumpy Decepticon, Phage glanced around and was surprised to see another mech in the trailer. He was deep in the shadows of the far corner. She would have missed him if not for the pinprick of his crimson optics and the vibrant neon cerulean lifeblood pooling around him. He seemed as likely to hurt her in his condition as a swatter-fly.

"What's with the light? You're not going to blow up are you?"

Her optics swiveled in her head back to the Stunticon they called Breakdown. "What?"

He was licking his denta. His intent on her burned paranoid suspicion. "Don't play dumb. I know the pulse of a bomb when I see one! You're going to self-destruct!" Breakdown leapt to his feet and pulled his rifle on her head. Phage's optics doubled in size. "Stop the countdown this instant!"

"I'm not-!"

The rifle went off.

Phage screamed, then realized he had blasted the space next to her head. He pressed the barrel of the rifle against her forehead. A neon green light illuminated the business end in the dark glow of the trailer.

"Stop the countdown!"

"Hey! What the Pitt are you doing, Breakdown!" roared a voice from nowhere.

"She's going to self-destruct Motormaster! She's-"

Phage squeezed her optics shut and held her breath-

-and phased through the floor of the trailer.

She was not privvy to the hysteria that Breakdown slipped into after that.

Hot afternoon sunlight kissed her metallic skin. Phage hit the earth and stayed fixed as if she had causally jumped the short distance from the trailer to the ground while it was parked, not thrown crazily across the field as she should have been exiting a high speed moving vehicle. Phage opened her optics and sat up, looking quickly behind her. The Stunticons had proceeded along their course as if nothing had happened, not yet working out everything that had just happened.

"Watch out!" shrieked the distinctive cry of Spike.

Her attention snapped around so fast her neck popped. Everything was a chaotic blur of screeching tires, flashing colors, dust trails and screams and cries of warning.

Wheeljack expertly spun out, did a complete one-hundred-eighty-degree spin and ground to a halt. Jazz would have collided head on with Phage if he hadn't rolled into a transformation shift and used the momentum from his speed to propel himself into a high vaulted leap complete with flip. He stuck his landing twelve yards behind her. Bumblebee and Spike in his battle armor zipped off course.

Wheeljack transformed. "Where did you come from?" the incredulousness rang in his voice while his side panels flashed a vibrant near-white blue.

Phage scrambled to her feet, dusting herself off as best she could. Meanwhile, Jazz stormed back to her position and seized her arm.

"Ow! Ease up, Jazz!"

"Did you just phase!" It wasn't a question. It was an accusation. "Who taught you?" His attention jumped to Wheeljack. "Did you know?"

Wheeljack was quick to shake his head in the negative. His palms raised up and waving back and forth as if it would ward off the Autobot saboteur.

"I knew." Spike admitted at the same moment that Phage tore her arm out from Jazz's grasp and announced, "I've been practicing on my own."

"Practicing?!" Jazz gaped between the two of them. "You don't just-" His open hand that had just held her flexed uncertainly then closed into a tight fist. His lips pressed to a hair thin frown. Phage shied away. She had never seen Jazz angry before. His visor flashed once and fixed on Bumblebee. "Did you know?"

The little yellow mech was staring at Spike as if he had grown a second head. "No."

Jazz whirled back to her. "We'll talk about this later, Phage." His head tilted to Spike. "You too, Spike."

Her optics widened. He didn't call her Lil' Katt.

Jazz always called her that.

Worriedly, she threw her optics to Spike but her cousin appeared just as rattled.

Abruptly, Jazz transformed back to his vehicular mode and popped the door. "Get in- _fast_."

Phage started to shift into her alt mode as the rest of them slipped into their vehicular modes. "Jazz," she began, "there's something important I have-"

By the time any of them heard the roar of Seeker engines it was too late. Thundercracker's arrival was heralded by a sonic boom.

Disorientation dropped Phage to her hands and knees as certainly as it forced Jazz to transform back to robot form and do the same, only his head was pressed to the ground and he had his hands over his audios. His visor was dim and lip components gnashing.

None of the Autobots were moving. If Jazz was speaking she couldn't hear anything pass the high pitched whistle ringing loudly in her audio receptors.

 _This isn't going to end until Megatron has me._

 _Jazz. Jazz!_ She had to tell him. It had to be him. He was the best at deciphering any language.

Phage crawled over to Jazz and gladly gave in to her dizzying fit and hit the earth beside him. She prodded his shoulder strut none too gently. His visor brightened, darkened and brightened again. His mouth moved but she couldn't hear a word.

Phage gestured frantically to her lips, mouthing what she desperately needed the Autobots to know. She pushed his shoulder strut again and tapped her lips. She needed confirmation. She had to know that he understood.

The ground rudely disappeared from underneath her. Phage flailed momentarily before she realized she was grabbed. When the world righted itself her captor turned her around. Phage came face-to-face with Starscream's sneering visage.

The ringing in her audios persisted. Starscream did not wait for whatever he had to say and proceeded unheard.

A hot burning anger flared up in Phage's breast that ate away the fear inside. Phage made to punch him in the face the same way she had done to Thundercracker. Fury seethed through her system when he caught her fist. The Seeker was saying something, she couldn't hear, but she knew it was mocking by the way his facial features contorted. A scream of rage ripped from her throat. She used him as leverage to elevate herself up and bashed craniums with him. Starscream let go. A surprised, dazed expression imprinted on his face. She hardly felt the pain. She already had a massive migraine pumping through her CPU. She followed through with her attack and punched Starscream in the face. It felt so good that she did it twice more.

"-fragging glitch!"

"I told you her punches hurt!"

It was the only thing so far that she had made out. The ringing was lessening.

* * *

From the sidelines of the battlefield Megatron observed the conflict at hand. His expression shifted gradually over the course from a burning fury to the cool disposition of a cruel tactician. His optics flashed when the femme crashed through the Autobot windshield and narrowed when she phased from Motormaster.

She just kept going.

His central processor churned out theory and disposed of the flaws until only one sound hypothesis could remain.

He had seen such hardiness in only a select few before -himself, Optimus Prime and point-one-percenters. He knew it was impossible for her to be a point-one-percenter, but Primus only knew what technology the elusive aliens possessed to make her when she was abducted.

Megatron's optical ridges incrementally inched up his forehead as she offered extreme resistance to Starscream. The headbutt. The fierce scream. The rage that exploded from nowhere. He knew the sensation all to well of feeding off rage to fuel himself. One-two-three punches to the Aerial Commanders face.

Admiration swelled in his chest and twitched the corner of his lip components. Where had that fierce defiance been before?

Buried, he quickly deduced. Buried under fear that he'd see through her deceit. The quirk at the corner of his lips smoothed back into a fine pressed frown. It had been a valid reason for fear.

"You fragging glitch!" Starscream shrieked, grabbing his leaking olfacotry.

"I told you her punches hurt!" Thundercracker remarked from behind the Aerial Commander.

Starscream tried to back away but she went after him and kicked him in the side of his knee joint-same tired trick she pulled with Thundercracker. Starscream clearly hadn't learned form his companion and crashed to the ground. Phage backed away, optics burning with an inner light.

Mistake, thought Megatron. Always press the assault. She didn't go far enough.

Unexpectedly, she dropped into a marital stance. "Come on! Make my fucking day! I'll tear your neck out with my teeth!"

Megatron's optics widened and his optics ridges shot up so high they touched his helmet. She had martial prowess?

Familiarity flashed across Starscream's face. The Aerial Commander hesitated while Thundercracker came at her.

"I'll deal with this."

She locked up as Thudnercracker approached, her stance faltered. He made to grab her and her arms shot up and knocked his arm aside. There was a moments calculation on Thundercrackers behalf. Megatron wondered if the mech had only just then recalled the Nightbird. Phage seemed like she didn't quite know how to follow up the deflection.

 _Cocky_ , he thought. _Too much talk._

Abruptly, Thundercracker backhanded her hard. Spit flew. She was knocked out of stance and back stepped. From his perspective, Megatron observed the rage rekindle before Thundercracker ever did. In a nanoklik she gnashed her teeth, her optics flared. She twisted at the waist and threw the full force of her punch into Thundercracker's midsection. He was off guard. Not expecting such resistance from the femme. Or such strength apparently. The Seeker doubled over.

Finally, she pressed the assault. She seized his arm and with a series of quick steps she shouldered the Seeker twice her size and more than that in weight and flipped him and planted him on his back in the earth. Starscream jumped her from behind. She broke the hold and spun him around. She didn't let go of his arm until they had finished the first rotation. She had disconnected Starscream's null ray with a deft twist to the left and back. Outrage washed Starscream's face. He broke her hold, knocked the gun from her grip and lunged for her again. She flipped him with a separate move that sent him flying a yard away.

All of it had been imperfect executions not yet ingrained into her muscle memory. Flips and counters were basic moves to teach for the foundation of Diffusion-but something about her stance made Megatron think it wasn't quite that but something very similar. But disarming an opponent? That was an advanced technique, Megatron noted. Why would she know that if she hardly had the basics? Disconnecting Starscream's gun from his arm? She had to be implying her medical knowledge gleamed from Ratchet.

Ultimately, he concluded simply, she had been shown and retained it will enough for execution. That she hadn't mastered the basics but could pull off something more advanced showed such promise. She needed refining.

A diamond in the ruff.

A slow grin stole across his lips. He nudged Prime's corpse with his foot. "You had quite the spitfire, Prime. Such a shame you were letting her go to waste." His optics swept to Prime's severed head, "I'll correct your error."

* * *

A hand came down hard on her shoulder strut. Phage shrugged it off and spun to slug the offender. Jazz caught her hand. "Easy there, Lil' Katt."

Relief flooded her face. She cycled air between her denta. "Good god, Jazz. Could you _not_ do that."

The saboteur transformed. "Get in!"

She shifted to her human alt and practically leapt inside. The seat belt snaked across her chest and locked her to the seat. She couldn't help but cling to the steering wheel for dear life as Jazz took off at breakneck speeds.

"Hell of a way to paint a target on your back, Lil' Katt. Next time you want some action how's about we discuss some safer alternatives than pissing off Megatron! Maybe clubbing or a drive-in movie-"

"Shut up and drive!" she screamed.

He did just that, with finesse. Phage could not avoid slamming into the drivers door or jerking crazily to the right at the sudden zigzag turns Jazz cut across the battlefield.

"Jazz?" Phage began after one particular rough turn to avoid laser fire. "Jazz!"

"What is it?"

"You got what I was trying to tell you before right?"

"What?"

Her fuel pump hammered hard against her breast. "Back there!" She shouted. "You understood me right?"

"No!"

A sudden sharp swerve slammed her hard against his driver side door. Dirt clouds kicked up outside. Jazz was saying, "Tell me later! Right now I need you to get inside the _Ark_ fast! The defenses will deter the 'Cons!"

The next few seconds happened too quickly.

The seat belt disconnected as Jazz flew open his driver's side door. Phage flew from the cab with the momentum of his turn and hit the ground rolling that would make Sideswipe proud. She sprang out of the roll sloppily, nearly fell as her knees threatened to give out but caught herself and kept running. The shadow of the _Ark_ 's open hanger bay kissed her skin. Relief lightened her step.

 _I guess it didn't matter that Jazz-_

The air in front of her rippled like a mirage and suddenly burst in a brilliant shower of light and crackling electricity. Phage couldn't stop her momentum from colliding straight into the solid body that had abruptly and rudely materialized in front of her. Large, bulky hands clamped down hard on her arms and squeezed. A wicked laugh echoed up from the depths of the mech that had her.

When she looked up it was Skywarp sneering down at her.

Phage screamed.

Behind her, she heard Jazz spin out and his transformation cog spin into action.

"No good slagging Pitt retro-rat of a 'Con-!"

Abruptly, her surroundings changed. Disorientation rudely flooded her senses. When everything righted itself she found the _Ark_ and Autobot lines miles away. Beside them was Megatron. Underfoot was Optimus Prime's managed corpse.

Across the field, she heard the tail-end of Jazz's frustrated string of curses where she had heard it close at hand half a second before.

Skywarp shoved her towards Megatron. Phage collapsed in front of him, spent, shaking and gasping for air to chill her protesting technorganic lungs. Her optics fixated on a speck of dirt in front of her. She was painfully aware of each droplet of sweat that splattered and darkened the ground.

"Nice try." Skywarp sneered.

"Cutting it close, Skywarp?" came Megatron's slow, raspy drawl overhead.

The Seeker grinned. "I love hearing _that_ sound." He said, inclining his head in the direction of Jazz's enraged screams and curses. She had never known Jazz to swear like that before. "When I snatch victory from the Autobot fingertips. It's the sweetest sound."

Megatron growled, but said nothing. Phage could feel his optics borrowing into the back of her head as she struggled for breath.

"You really thought that was going to work? That you'd just - _run_. You can't transform into anything useful, android. You might as well have been moving at a snails pace. I could have overcome you myself."

 _I know._

"I almost made it." she said instead.

"Pitt you did." Skywarp snapped.

"Almost is meaningless in war." stated Megatron patiently.

Abruptly, precise laser fire rained down on their position from snipers on the mountain. Megatron snatched her off the ground and held her as a shield. Over the microphone, his voice boomed, "Stop or you will hit your precious femme!"

"Coward!"

That sounded like Cliffjumper.

Combat ceased almost immediately asides from a few holdouts miles off against other Decepticon forces.

"Matrix." Megatron demanded, voice rasping in her audio. "I will not ask again."

Phage gasped between breathes. "I don't-have it."

Megatron spun her around so fast she thought she'd get whiplash. A near crazed gleam flashed across his face. He squeezed her shoulders hard, illiciting a suppressed grunt from her as her muscle cables and endoskeleton protested.

"The Matrix, femme! Give it to me!" Megatron snarled. "Pull it out from whatever subspace pocket you've stashed it right now or so help me I'll tear you apart myself!"

"I don't have it!" Phage cried out, feeling that with just a little more pressure Megatron would crush her endoskeleton in his grasp.

"Don't insult my intellect!" He shook her hard. "You stole it from Optimus Prime's chassis! You must have! Prime would not leave it anywhere else!"

"I-" she stopped and started again, "I don't have it."

Megatron's right optic twitched incessantly. She knew he could feel his total victory slipping as quickly from his grasp as mercury. Without the Matrix, she realized, he could not force the Autobots to surrender. They would have hope. With it they could revive their comrades and restore Optimus Prime.

They stared each other down long and hard until finally Megatron slowly conceded, "Perhaps I would be willing to believe you that Prime _did_ leave the Matrix secured in the _Ark_. But did you know that the Matrix discharges a radiation burst on whoever touches the handles that only comes up under a dark light? It has a slow decay rate, meaning that it will come up on a thief's hands quartex's long after they had touched and unloaded the artifact. Perhaps I'd be willing to believe you long enough to test this."

Phage's lips parted open, her optics incrementally widening as he went on. He studied her face intently, recognizing the telltale signs of shock and -

"You are a _**liar**_." Megatron punctuated each word, his tongue clicking thickly in his mouth as he rolled over the syllables. Her lips snapped shut. Her face drained of the blue hue that touched her cheeks until it matched the white parlor of the rest of her face. He shook her once, hard, as he snarled, spit flying, "Give me the Matrix!"

Unsure of what to do with them, her slender delicate fingers open and closed sporadically at her sides. Her optics watered at the corners. Somehow she managed to eek out in a thin voice, "I don't have it."

Megatron bared his clenched denta. His olfactories flared. There was murder burning in his crimson optics. His hands tightened brutally on her arms. Phage winched and gnashed on a crescendo scream.

"Lord Megatron!" Sounded off Soundwave's signature flanged vocals as he alighted to the earth three yards off, "Autobot transmissions intercepted. Autobots regrouping. Aerialbots incoming. Dinobots engaging."

"Where's Menasor?" he growled.

"Drag Strip injured during combat. Menasor impossible."

The tick under Megatron's right optic persisted furiously. "Devastator!"

"Blasted apart by one of the _Ark'_ s cannons."

"That's-what?"

"Laserbeak reports that Autobot's Wheeljack, Huffer and Brawn repurposed one of the _Ark_ 's cannons to the mountainside."

Megatron ground his denta together. His crimson optics never once left off her face.

The Seekers arched overhead and transformed midflight. Starscream alighted beside Soundwave while Thundercracker and Skywarp landed behind him. "What's going on, Megatron? Prime is dead! Why haven't you given the Autobots the ultimatum? Don't you have the Matrix yet?"

A roar ripped itself from the depths of his coolants and erupted from his throat. The Decepticons jerked back, Starscream nearly leapt back into the air to take flight from the vicinity. Megatron twisted at the waist and threw Phage down over Prime's desecrated corpse. The femme impacted hard with a grunt. Megatron went after her, grasping her cranium and forced her to stare into the cracked lightless optics of Prime's decapitated head that Megatron threw down beside Prime's body.

"You will suffer the same fate unless you hand me the Matrix!"

Twin streaks of coolant cut precise trails down her white flexi-metal cheeks. "I don't have the Matrix!"

"Megatron."

It was Starscream who spoke. The most unlikeliest of saviors, a voice of reason cutting through rage. "Perhaps she's telling the truth."

"I caught her attempting to repair Prime. She took the Matrix."

Starscream's optics alighted on the femme. His struggle with some difficult conundrum was evident on his face. "You saw her take it?"

"She was the only one who could."

Starscream's optics narrowed as he himself narrowed in on a conclusion. "We are _out_ of _time_." Starscream pressed. "Today's assault is _over!_ "

"No!"

"Unless you can bring the Autobots around without flashing the Matrix in their faces-"

Abruptly, Megatron half raised off the ground, one hand still forcing Phage down. The mircophone sprang out again. A hard determined edge was wrought on his face.

"Autobots! Surrender now if-"

"Kiss my skidplate, Megatron!"

Cliffjumper. Phage might have laughed if the circumstances were different. She could have sworn she heard some scattered barks of laughter from the Autobots miles off. Hope.

She wasn't sure how they _hoped_ to get her back now but she held on to those barest threads.

"Megatron. This is Prowl. Disregard the last. I am speaking for the Autobots. What is it that you want?"

"To negotiate terms of surrender."

"What a coincidence. I was going to suggest an equal terms surrender myself."

Phage's fingers dug into the ground. Sweat pooled on her forehead and slowly cut a zig-zag line over her eyebrows, down the length of her straight-edged nose and collected at the bulb.

Phage watched it impact and spatter against Optimus Prime's battlemask.

Megatron's sneer deepened. "Equal terms -Your logic circuits must be damaged, Prowl. I have single-handedly terminated Optimus Prime. Surrender to me now and I will not destroy the rest of the Autobots. There is much we need to discuss."

"I've a counter offer. Return Phage to us-"

"No."

Starscream shook his head. "This is a waste of time, Megatron. We need to leave. The Autobots could just be stalling us for a sneak attack to retrieve the femme."

"I concur with Starscream's conclusions."

Megatron's head snapped to stare Soundwave down. His CPU whirled. The two nearly never agreed on anything.

"Megatron," rang Prowl's voice from the safety of the mountainside. "I know you're not going to terminate her. You helped write half the Greenlight Travesty Accord. In addition, Phage is a neutral party protected under medical oath. She had every right to attempt repairs on Optimus Prime."

Starscream sneered, his optics sliding from the mountain to Megatron. "Damn your personal creeds, Megatron. Optimus Prime must have planned for this. He played us as fools!"

Phage's mind whirled. _Greenlight Travesty Accord? What?_ Then, she blinked hard. _Did Prowl just say Megatron won't hurt me? That can't be true. He already has. Or-or does Prowl mean he won't kill me?_ The cogs in her transorganic brain started to spin. Could she just -get up and walk away? Right now? Was Prowl trying to tell her that's what she _could_ do? It was hard to think around the massive migraine pulsating behind her left optic.

Not that Megatron knew, but she had never taken the medical oath anyway. She wasn't that along in her studies to warrant it. Come to think of it, she was pretty sure Uncle Sparkplug never did and never would. But, that _was_ Prowl's gamble. Megatron _didn't_ know...

The situation was ridiculous. Megatron wouldn't just _let_ her...

 _Would he?_

A long minute stretched by. The cognitive processes were almost loud enough to hear in Megatron's cranium. Phage's arm nearly buckled under her own nerves and when she adjusted from it Megatorn's fingers tightened around her cranium.

 _Nope. No–_ she concluded. He would not let her get up and simply go.

"Megatron." came Prowl's concerned voice over his own microphone.

Phage could feel the heat of Megatron's rage emanating from his body.

Abruptly, the microphone retracted and a growl rumbled from the depths of Megatron's throat.

"One. Little. Femme."

"Little wrench, I know." clicked Starscream smoothly, eyeing the femme.

Skywarp kicked a clump of earth. "Screw the Accord, Megatron! Victory is in our grasp! Seize it!"

"If she's telling the truth, she's just bought the Autobots time they needed with her life." Starscream began. "Unless we take her hostage. I think we can recoup this loss with a hostage exchange for energon and materials." Megatron started to speak, but Starscream cut him off, pressing on. "If she's lying, then we can still win in the long run. We take her hostage and extract the Matrix from her." The Seeker shrugged a strut carelessly. "Then we can terminate her." he waved a hand. "Or perform a hostage exchange. Although it would be pointless then. Really, whatever you prefer Lord Megatron. But," Starscream stressed for dramatic emphasis, "If she's lying and we loose her, this whole battle was for nothing."

"Megatron!" rang Prowl's voice once again. "Turn over Phage and we can talk."

A long tense silence stretched out. Phage abused her bottom lip even after tasting a metallic tang. She could only focus on Optimus Prime's decapitated head even as it became laser etched into her CPU.

After the span of a small eternity, Megatron's hand lifted from the back of her head. All at once she released a gasp of relief.

Abruptly, she was wrenched off the ground and into the air before her feet found purchase again. She stumbled but Megatron held her firmly aloft by a tight grip on her right arm.

She saw the microphone was out again. "Autobots, I'm taking Phage with me."

"What?" The shock was evident in Prowl's shout over his own microphone.

A grin twisted the corner of Megatron's lip components. "The neutrality under medical oath only applies if she operates on both factions. I'm taking her. You can keep Ratchet this go around."

Phage's fuel pump sank into her stomach.

 _No. Nonononono._ That wasn't part of her plan. She had to get back to the _Ark_ immediately.

Over the microphone, Prowl's spluttering was heard across the battlefield before he cut it off. She was almost certain he was having a mental crash.

Tense and furious with the battle's outcome, Megatron turned to his 'Cons and ground out; "Fall back. Until I can get the Matrix from this glitch, the Autobots will not surrender."

"As you command Lord Megatron." sang Soundwave and Starscream as one.

Phage bit her bottom lip hard and seized action.

She phased.

Megatron's head snapped around and he gaped at his empty hand. Then his optics roved up and locked with hers.

She hadn't fully phased. Doing so required more energy from her than she was willing to part with when the _Ark_ was so near. As she moved the air warped and bent around her in a green shimmering light that pulled and seemed to distort her shape while in movement.

"How are you _doing_ that." the words tumbled from Megatron's mouth not unlike that of an onlooker perplexed by a magicians hat trick, his optics round and locked on her. She didn't understand the question and did not feel inclined in the least to answer even if she did. Feeling a wave of invincibility wash over her, she turned her back on the Decepticon officers and started to walk off, a grin growing on her lips.

She made it five steps.

A singular gunshot stripped everything from her and replaced her fleeting sense of triumph with sudden white hot pain. She could only describe the sensation as hitting an invisible wall at light speed and rebounding off. She was rudely thrown from her phase and choked on the pain as it consumed her. Her vision tunneled and blacked out. Her optics rolled into the back of cranium. Like a rag doll, Phage crumbled into Megatron's waiting arms.

Starscream grimaced, smoke streaming from the null ray she hadn't disarmed. "I always hated the phasers."


	2. Flight

Ratchet scrubbed his helm with the flat of his palms. Everything had gone to Pitt.

He went through the motions of repairing the damage done to Ironhide. Although in critical condition, Ironhide kept blabbering on and interjecting into the impromptu meeting being held in his Medbay as if he hadn't been thrashed by Megatron himself. The meeting was led by Prowl and Jazz and consisted of everyone left standing after the battle. It just so happened that everyone needed repairs, thereby his Medbay was as good as any war room at that moment. The short end of the scrapped list meant the Twins were out of the meeting, self-regenerating on berths nearby where he could keep an optic on them.

"Your suppose to be critical." Ratchet snipped at Ironhide at length. "Will you pipe down and at least pretend that you are."

Ironhide's only response was: "I've had worse."

"Tch."

Ratchet couldn't muster the spark to say anything else. He scrubbed at his face and tried not to think or let his optics drift to the berth in the center of the Medbay with a long solar blanket draped over it. He tried not to think about Prime- but he was on everyone's CPU.

When the Decepticons had fled and Ratchet had finally made it to Optimus Prime's body he had dropped to his knees. Decapitation, head missing -taken as a trophy by Megatron he assumed-chassis smashed beyond repair...

His spark went out to Phage trying to tackle that all on her own. She had tried and tried so hard. But seeing the damage firsthand Ratchet knew it was well beyond her understanding to repair. He should have been there. It should have been him.

His longest and oldest friend-terminated.

Ratchet's head still spun at the information. 'How?' was the repetitious word cycling over and over again through his CPU. How could it have happened? How could Megatron have beaten Prime. How?

Ratchet was craving a tall glass of high grade. Something strong enough to knock him out. Maybe when he woke up from this nightmare everything would be right again – or worse. Maybe he'd wake up and Megatron would be in charge.

Ratchet's thoughts drifted darker and darker just as he found his attention drifting in and out of the racket that was the meeting.

Optimus Prime-terminated.

Ironhide-critical condition.

Sunstreaker and Sideswipe...would be critical and a concern on his conscious if the two hadn't had twained sparks. Mostly he ignored them.

Phage-gone.

Everyone but the Aerialbots (who hadn't been present) could confirm that Megatron had taken her hostage. His fuel tank turned sour. He pinched the bridge of his nose between his optics and cycled air through his systems.

Morale was so low it was in the Pitt and it clung like one of Smokescreen's clouds to the air.

"This is a mess!" Prowl was raging. "That entire battle was a disaster! What in Vector Sigma happened out there?"

"Soundwave cut transmissions." Jazz snipped. "Nobody knew what was happening between Optimus and Megatron until it was too late, Prowl."

Prowl pinched the bridge of his olfactory. "And Phage?" he heaved a collective sigh. "What happened with that?"

Spike licked his dry lips. "We were watching the battle from inside Teletraan-1's command center. We saw that Prime was in danger and that nobody could be reached."

"So you charged off." Prowl concluded. "And Phage," he stressed her name, spitting it out sickly, "reached Prime before anybody."

Nobody commented how he stressed her name.

"Nobody else could. It was too late Prowl."

"Nobody else could." Prowl mocked. "Nobody else. Nobody who could _transform_ and _drive_ could reach him but Phage the android could _running_."

"Cool your engine, Prowl." Jazz snapped back. "We were all priorly engaged. Nobody had communication."

Off to the side of the collective Autobots, Trailbreaker sat on a medberth somber and grave. His windshield had yet to be replaced. In his hand he slowly spun and examined a shard of his windshield with Phage's lifeblood on it for a hundredth time. At her name he suddenly looked up.

"Phage said something to me that didn't make sense."

"What was that?" clicked Prowl brusquely.

"She said she didn't have the Matrix."

The low key grumbling settled into an uneasy silence.

"Was this before or after she went through your windshield?"

Trailbreaker glared at Gears. "Before, you aft."

"Hey, I'm just asking what everyone was thinking."

Optics looked to and fro and settled finally on Prowl and Jazz. Even Ratchet had looked up. The two officers looked between each other just as puzzled.

"She was trying to tell me something too. It must have been the same thing."

Prowl whipped his head around to the Chief Medical Officer. "Ratchet? Ratchet?"

"What?"

Prowl's jaw set. "You're sure Phage has the Matrix?"

Ratchet ducked his head back to his repair work. "Yes." came the forlorn response. "It's gone from Prime's chest cavity. It's the only conclusion."

"Prime could have left it secured somewhere here at the _Ark_!" popped off Bumblebee hopefully. "If we can find it-"

"He wouldn't." Ratchet said. "The Matrix is always with him."

"Besides," Hound quickly put in, "I could smell Matrix energy all over her. She came into contact with it."

"She does anyway during routine quartex maintenance on Prime." said Ratchet lamely.

"This was fresh." Hound persisted.

"Well now Phage and the Matrix are gone." stated Prowl tersely.

Ratchet nodded slowly. "And now their gone. I don't know what Phage was playing at. The only logical conclusion is that she took it."

"And Megatron has Phage."

"That's the high and low of it." sighed Ratchet.

"We should just surrender." optics snapped to and burrowed into Gears. The minbot glared defiantly back. "I'm serious. We're not fighters like the Decepticons. The majority of us need repairs. Ironhide's going to terminate-"

"Like Pitt ah am!" growled Ironhide as he slammed his fist into his medical berth. "Not before I bash Megatron's denta in."

"I'm right there with Ironhide." Cliffjumper growled. "I say we all go down fighting."

"Shut up or I'll wield your lips together." Ratchet threatened with a dull edge. Nobody was really sure who he was addressing.

"-and Megatron has the Matrix!" Gears ground on. "Megatron could be raising an army this very moment!"

"I think we should at the very least listen to what Megatron has to say." Windcharger moaned. "What's the harm in that? Consider all options."

"The _harm_ in that," Prowl growled, a tick forming under his left optic, "is half a planet at war! Or have you _forgotten_!"

"I just meant-"

"Phage has the Matrix." Jazz cut in. "Not Megatron."

"Megatron has Phage." Gears shot back. "He will break her in a nanoklik." he snapped his fingers together to literate his point. "She's not trained against interrogation and the Decepticons can be very persuasive."

"No," said Spike suddenly, "but she can phase."

"Nobody's trained her for that either, thank Primus." Ratchet sighed heavily, shaking his head. "I'm so glad she listens when she's told not to do something. "

Ironhide glanced up at him. "Was that supposed to be aimed at me?"

Ratchet continued to mutter as if he hadn't heard him, "Last thing I need to worry about is phase rot."

"Even if we had dared to train her to use her outlier ability," Prowl theorized, "where could she go? She can't transform. She can't outrun them. Her phasing means nothing."

The permanent frown that had settled on Jazz's lips throughout the meeting slowly morphed to a bad taste in his mouth. "She has been though."

Prowl's head swung around to Jazz so fast that the servos in his neck popped. "What?"

So did Ratchet's, who echoed Prowl's exclamation with much more gusto. " **What!** "

"She has been phasing." Jazz's attention snapped to Spike. Even behind the visor, Spike felt the intensity of Jazz's glare. "Isn't that right, Spike?"

Spike shifted uncomfortably under the scrutiny of every Autobot optic, and his fathers. It was a hell of a way to feel like a teenager again caught breaking curfew than a grown man pushing late-twenties.

"Err-yeah. Yeah she has."

"Go on, Spike." Jazz clicked tersely. Spike couldn't understand why the revelation had Jazz so pissed. "Elaborate to everyone what the two of you mentioned to me when Phage _phased_ from Motormaster's trailer."

"She's been practicing! Good lord," Spike snapped back, "why does it have you so pissed off?"

A clatter came from Ratchet. He had dropped his laser scapel. The medic's hands were stiff, his face long. Ratchet whirled on the group, optics burning fierce.

"Why-?" Ratchet couldn't finish the sentence he meant to begin. He was so flustered that Prowl tentatively picked up where the Chief Medical Officer could not.

"Explain. _Now_."

" _Son_."

Dear god, Spike thought. Even his father. Why did his father have to say it like _that_.

"Phage has been practicing on her own." Spike rushed to spill it all out. "She came to me asking that I watch her in case something went wrong, like when she first discovered she could phase and got her arm mashed into a wall." All Autobot optics burned unrelenting into him. "She made me promise not to tell."

"Humans and promises." Prowl hissed.

Ratchet had picked up his laser scalpel to resume repairs but snapped it in half at the revelation. The noise and perusing electrical discharge of the crystal shattering was like a gunshot that drew every optic to him. " _How._ **Long**?"

Spike shrugged. "A year?"

"That's... not possible." Prowl's face screwed up as he blinked. "Active phasers don't last a quartex."

"A month?" It was Spike's turn to blink. "I don't understand. Why not?"

"Let me put it into layman's terms for you Spike, since when I say phasing is _dangerous_ it doesn't translate well enough." Ratchet all but growled through gritted teeth. "To enter a leap, as is the technical term for a phaser's jump-a jump referencing the completion of a leap successfully-requires the phaser to accelerate _every atom in their body_. This is _not_ the same as if you were to just run, or drive, or jump on a hover cycle. Phage is _literally_ going from standing still to expending an outrageous amount of energy to _force_ the very atomic structure of her body to accelerate to something akin to lightspeed so she can slip between the very foundation of what you and I consider solid reality. This is a problem for a multitude of reasons. One, not every atom accelerates. Two, not every atom de-accelerates on exiting a leap. She could easily loose half her mass performing just one jump! When that happens an active phaser contracts something known as phase rot.

"Let me be clear: it is not pretty and it is not a kind death. While the Decepticons ran the phaser programme back on Cybertron I had to treat a phaser that we caught after a failed assassination attempt on Prime. The mech was degraded to such a point his body-what was left of it- was as weak as if he had taken a shot from one of Cliffjumper's glass gun bullets. The state of his mind was little better. He was raving mad. A lunatic by the time he ended up on my table."

"What did you do with him?" Sparkplug asked tentatively.

Ratchet's optics never left Spike. "There was nothing left to save. The Decepticon died on my medberth."

"What Ratchet is trying to say," Prowl began in his calm collected manner, "is that all the phasers went insane within the span of a quartex. Sometimes sooner. Sometimes later. All of them Megatron used with devastating efficiency."

"That's-bad."

Ratchet's optics flared fiercely and he snapped, "Are you trying to be funny right now, Spike Witwicky? Because this isn't a laughing matter."

Spike threw his hands up in front of him as if it would successfully ward off the enraged chief medical officer. "Don't shoot the messenger! I'm just telling you she's been doing it a year."

"And I'm calling you a liar, Spike Witwicky!"

A wrench went spinning through the air and struck Ratchet in the chest. The medical officer's head whipped around so fast his neck cables popped. Sparkplug was glaring death up at him. "You take that back about my son this instant, Ratchet! You know damn well Spike isn't a liar."

Spike schooled his expression into a mask of hard stone. "If you don't like what I have to say now Ratchet, then you really aren't going to like the rest."

"Enough!" Prowl roared. "Spit it all out now, Spike!"

After a moment to gather himself, Spike began, "I swear on my life she's been practicing a year and," his eyes bored into Ratchet, "She's really good at it. Phage has learned to phase parts of her rather than all of her. That's just the start. You should have seen her when she went at it running."

The Autobots gaped between one another and muttering broke out.

"Running?" Prowl echoed incredulously.

"Yeah. She wanted to see how far she could push herself. You know how she is. So, one day she decides to go at it running through a series of rooms and back. It was something to see! Reminded me of Shadow Kat from-"

"Where was this?" demanded Prowl.

"Here. Beneath the _Ark'_ s core. She always practices in the defunct sectors so she doesn't accidentally phase into someone."

"There's no active cameras down there." Jazz murmured.

Prowl frowned and threw an irritated look to Jazz. "And _that_ would explain why we thought the _Ark'_ s core has been on the fritz." Prowl's attention snapped back to Spike. "Do you know how many times we've had to go down and run maintenance?"

"Is that a rhetoric question or-"

"Who planned the exercises beneath the _Ark's_ core? Was it Phage or your suggestion Spike?" The frown had only deepened on Jazz's face.

He was almost afraid to say. "Phage. It was all Phage's idea."

Prowl and Jazz looked between each other, expressing an entire conversation in just that one look. Spike thought he understood the gist of it: Phage wasn't as straight and narrow as they thought.

He could have told them that. She had always had a mischievous streak, even as Alice. Especially as Alice. Going behind their backs to test the limits of her outlier ability was like glimpsing a bit of his old cousin.

Ratchet's optical ridges knitted together. "She was _running_ between rooms? Where was she getting the energon for that?"

"Pfth. Have you _seen_ how much she drinks? She could give Trailbreaker a run for his money."

"Hey!"

Ratchet rubbed his face. Prowl began messaging his temples.

"That can't be phasing." Prowl said suddenly. " _She_ can't be phasing. You must have misdiagnosed her outlier ability, Ratchet."

"She's not teleporting." Ratchet shot back, feeling affronted.

"If she was phasing she would have had phase rot ages ago."

"I did not misdiagnose it!" Ratchet gestured to his arm. "You remember I had to detach her arm from the wall?"

Prowl grunted.

Huffer suddenly muttered from the gathered Autobots. "It wasn't that bad. Just the surface."

"We'll discuss it later." Jazz announced abruptly, reeling the meeting back in. "But this gives me an idea."

"I'm all audios." said Prowl.

"I'll assemble an extraction team."

A round of incredulous and weary looks flashed alternatively between the assembled Autobots. Low murmurs of protest followed. Jazz's mouth hung open incredulously. Prowl looked aghast at the backlash. Spike and Sparkplug looked ready to disassemble some Autobots.

"We have to rescue my cousin!" Spike shot back angrily at the Autobots. "There's nothing else about this!"

Gears did not miss a beat to snap back, "She hasn't been your cousin since Alice was abducted."

Sparkplug and Spike whirled on the Autobot. "You take that back." Sparkplug growled, threatening Gears with his meaty hands. "I don't care what form my niece comes in, flesh _or_ transorganic. She talks like Alice. She has Alice's memories. She _is_ my niece."

"That's wonderful, Sparkplug, but I'm rolling with the media. I think she's still a very confused android."

Sparkplug's face went beat red. Jazz slammed his fist on a med-berth doubling as an impromptu command table. "Gears! Cut the slag talking and focus on what's important at hand! Phage needs to be rescued. We need to discuss an extraction operation."

The rounds of protest grew louder from the Autobots. Out of them all, Bumblebee tried to be a voice of reason to pacify the situation.

"Nobody here is ready for that kind of operation. Not on a full scale like we've done before to extract Carly or Spike from the Decepticon sea base."

Prowl's features softened. "Not yet. Ratchet, what's the ETA before everyone's fully operational?"

"Tch. Is that a joke? I'm understaffed and overworked! I expect it'll take me a decacycle to finish all these repairs."

"Ten days!" Spike protested carding his fingers through his mop of sweaty hair. "Phage doesn't have ten days!"

"Nobody does." said Prowl somberly. "Megatron will have her broken and the Matrix in hand in less than one."

"What if just Bumblebee and me went?" Spike suggested. "A small team?"

"No!" Sparkplug whirled on his son. "The stakes are too risky for you, Spike."

"If nobody tries then we're all dead anyway."

"Spike," Sparkplug's expression drew hollow. Each name he uttered he tacked off a finger. "Radar, Buster, Alice -I can't lose you too."

"Dad, someone has to do this. Last time Megatron had the Matrix he raised the Stunticons and before that the Combaticons and Constructicons. We have to rescue Phage and get the Matrix back."

Sparkplug's head hung low and nodded slowly. His silver hair shone in the Medbay light. He was simply too weary to fight the issue.

Spike squeezed his father's thick strongman arms. "Dad, I'll be careful. I'll have Bumblebee with me."

"Bumblebee can't always protect you."

Spike's lips pressed into a thin somber line.

"We have volunteers then." Prowl said slowly. "Anyone else? We'll try a small extraction team. We have to hit them hard and with precision."

Spike whiped around swiftly. "We don't need force. We can do this quietly. Megatron and the Decepticons won't even know we were there."

Prowl quirked his head. "I'm listening."

"We track Phage's position and narrow in. We contact her through her comm-link, if possible, and she makes a run through the Decepticon base to us."

Prowl blinked. "That -could work." Then, he nodded once. "Alright. Alright. Bumblebee, Spike, Jazz, Jetfire and Aerialbots, you'll be the extraction team."

Jetfire blinked repeatedly. "Me?"

"You'll transport Phage and the Matrix back here to safety. The Aerialbots will provide cover in the event the Seekers give chase."

The mechs nodded.

"We can do this." Jazz said enthusiastically. "We can pull this situation around."

"Do it. And make it fast." said Prowl.

"It'll take a little while to prep."

"Take the time you need, Jazz. You're leading the operation. It has to be perfect. Any slip up-"

"Hey, give me two cycles and we'll head out."

"Affirmative."

Once the designated mechs left the Medbay to equip for the upcoming extraction mission in the armory, Ratchet leaned over inconspicuously to Sparkplug. Gently, he patted his comrade on the back.

Sparkplug's brown eyes rose up slowly to meet Ratchet's.

"You haven't told Spike yet." he said softly.

"Not now." Sparkplug gave a long sigh. "Later, when everything's right again."

"You said later last week."

"Ratchet-"

"My original offer still stands." Ratchet said quietly. "Wheeljack and I would just need to go over a few details."

"I...just don't know, Ratchet. I need more time to think everything over."

His hand left Sparkplug's back. "Whatever you need." There was a moments pause between them then, "Can you hand me that laser scalpel?"

Wheeljack meandered his way over to them. "Do you need a hand with repairs, Ratchet?"

Whilst the Autobot forces bickered and others stewed in their remorse, a small shape stirred outside the smashed glass viewport that stretched half the Medbay's wall. Obscured by the deep shadows of the dormant volcanoes caldera, Laserbeak spread his wings and glided off. Silent as a slip of a shadow, the sleek Decepticon bird of prey flew from the _Ark_ and winged his way back to the Decepticon base.

* * *

"You aren't really going to terminate her, are you Boss?" inquired Rumble.

Megatron remained tight lipped with his optics transfixed on the far horizon. If he had heard the Minicon, he gave no indication.

"Mmm," put in Frenzy. "He's mad alright. The flight hasn't even cooled his temper. If I may, Megatron, I think you have every right too."

"I think it'd be a shame is all. Did you see her run across the battlefield? She's practically protoform. She has my respect."

"I saw you miss your shot." snickered Frenzy.

" _Protoform_!" Rumble reiterated.

Frenzy rolled his optics.

Rumble articulated an indistinguishable noise of frustration.

"I nicked her face." Frenzy announced suddenly.

"Should have been a better shot and got her in the head." shot back Skywarp. "We wouldn't be in this predicament!"

Frenzy puffed up. "Hey! I saw you strife her! What about that?"

"Wasn't me."

"Slag it wasn't."

"It was Thundercracker."

"I was aiming for those annoying Autobot Lamborghini's."

"Missed on that then too." snipped Frenzy.

"You didn't nick her face." Rumble suddenly said.

"Yes I did!"

"There is no mark on her face."

"I did!"

"Sounds to me like you all need to hit the shooting range." Starscream cut in. "Maybe then we wouldn't have had to retreat!"

"Don't pin this on us, Starscream! It was a long battle."

"Long? Hah! I can recall dozens of battles back on Cybertron that would put that to shame!"

"I'm not going to terminate her."

Megatron's abrupt announcement cut off all side conversations both vocally and over private communication channels.

"Yes!" Rumble pumped his fist and pointed at Frenzy. "Pay up!"

The other Minicon grumbled audibly. "Why?" No one knew if he meant it hypothetically or literally.

"Silence." Soundwave pitched in. "She's regaining consciousness."

The femme stiffened in Megatron's arms, face scrunching together as she came too. A little moan escaped her lips. Megatron's arms tightened around her in preparation for the inevitable struggle.

Phage's optics flew open the largest they could. Her almond-shaped optics fixated on him, took half a nanoklick to realize who he was, then frantically looked around. The fear that instantly soaked into her was satisfying to watch when she realized she was thirteen-thousand feet in the air. Instinctively, her arms latched around his neck cables. A round of mocking laughter rang out all around. Her cheeks burned blue. Uncertainly, Phage's arms snapped back to her breastplate and latched onto her long windblown braid. She wound her fingers around the tail of it and bit her bottom lip.

"Don't squirm." Megatron's voice cut through the roar of the wind howling all around them. "Unless you want to fall."

She stilled as if turned to solid metal.

Rumble cackled from nearby, "I hope you didn't have plans for the weekend!"

Her optics darted to Rumble. Those white lips parted then shut tight. Then, she looked down.

"Don't get any ideas." Megatron said plainly. "I have my doubts your transorganic body will survive the fall."

"Unlike us." mocked Frenzy.

"Why did you take me?" her first question, her vocals straining to stay neutral but pitching to shrill. "I told you I don't have the Matrix."

Megatron scoffed, his face becoming a mask of stone once again. "Do _not_ insult me. I warned you I would not tolerate adversary."

"You were caught red-handed." Starscream reminded her, flying in vehicular form on Megatron's right. "Even if you don't have it, I'm sure Megatron can work out some sort of exchange for you and the Matrix."

"You overvalue her worth." Soundwave intoned. "None of the Autobots would exchange the Matrix for Phage -or for any one of them."

"Needs of the many." Megatron concurred. "Over the needs of the few. So you see, for your sake, you best have the Matrix because your Autobot unit will not help you."

"Where are we?" she was craning her neck, trying to catch a glimpse of the countryside far below. The ninety-degree change of subject left Megatron feeling slighted. Had she just ignored everything they said? He couldn't remember the last time anyone had willfully ignored him.

He blamed the Autobot Prowl for bringing up the Greenlight Accord.

He jostled her and felt satisfied with her curt scream.

The cruel and jeering laughter that followed from the Decepticons left Phage's cheeks burning from more than just the wind.

"We are near the coast." Megatron said as if nothing had occurred. "Nearly to our base."

An indistinguishable noise emitted from her throat but never fully took shape. Megatron eyed her curiously, noting how her hands had stilled and her face had become neutral.

"Whatever foolhardy plan your- Pitt!"

Abruptly she melted through his hands in a green shimmering light as she had done on the battlefield before.

Megatron came to an abrupt halt mid-flight and twisted around to track her trajectory. The green warping light dispersed from her body as quickly as it had enveloped it. He stared dumbfounded as she plummeted willingly through the air. The femme twisted around and straightened into a nosedive, increasing her speed and distance from them but shortening it to the ground. Half the Decepticon force transformed and had to double back to his position. Starscream was the first to arrive.

"You dropped her!"

"Don't be thick, Starscream." Megatron snapped. "She phased!"

" _Again_?" he gaped. "Where is she getting the energy for that?"

"Shouldn't we go after her?" Skywarp asked anxiously.

Megatron lifted his hand to stay him off. "Let her reconsider the folly of her action."

"I don't think she's reconsidering." Starscream's optics widened. "What is she doing?"

"Attempting an escape, obviously." Thundercracker blinked. "She can't fly can she?"

"No." said Soundwave. "Recall a stellar cycle ago that this same femme jumped off a cliff to escape me influencing her processor."

Starscream snorted with derision. "I remember. It's rare to see you shaken, Soundwave."

The mech's visor darkened in Starscream's direction. "She could have killed us both."

"How come you didn't stop her again, Soundwave? You were in her head why not, I don't know, stop her?"

The mech was silent a time, then; "Impulse thinking."

"Yes, yes." Starscream waved a hand. "We're all glad that you didn't become a drone. How did she survive again?"

"There was a waterfall."

"Uh-huh." Starscream tracked her trajectory with the other Decepticons. "There isn't one now."

"She's not afraid of the fall." Thundercracker remarked.

"It's not the fall she has to worry about, just the landing." Starscream commented.

"You know the saying, any crash you can walk away from..." piped in Skywarp.

"What _is_ her angle?" Starscream remarked perplexed. "She can't seriously be hoping to survive a drop from thirteen-thousand feet! Even if she does where does she think she can hide?"

"She'll phase again." Megatron said abruptly, sounding impressed. While everyone had been engaged in small talk, he had worked out her gamble. "Shifting between planes like that will dispel all kinetic force." Megatron's optical ridges rose incrementally up his forehead. "It's no risk to her at all."

"That's _insane_." Starscream stressed, his hands moved to illustrate his point. "It's like hitting a wall without hitting a wall! The theories had always been sound but not _one_ of our phasers could ever pull something like that off! You'd loose half your atoms performing a Leap like that! They had trouble timing steps while phasing from one room to the next!"

"None of them lasted a quartex." Muttered Rumble.

"Working with them was a nightmare." Frenzy continued. "The lot of them were a box of loose nuts and bolts."

"She's been functional for more than a stellar cycle." reminded Megatron.

Starscream's gaze slide to Megatron. "You know something else, don't you?"

"Only what anyone can observe Starscream." he commented elusively. "That the phasing process doesn't degrade her."

"Well if she doesn't use her power..." muttered Skywarp. "It's not like I teleport everyday."

Starscream turned a critical optic on Megatron, ignoring Skywarp's background muttering. "You sound like you admire her."

"Jealous already Starscream?"

The Seeker frowned.

"Starscream," Megatron vented through his denta, "I can simply see raw potential where you clearly cannot." The frown converted into a sneer. "Prime was a fool." Megatron went on. "If my theory holds true, then he had a Pitt of a catch with this outlier and did nothing with her."

One of Starscream's optical ridges rose up his forehead. "She's proving to be wily. First she single-handedly snatches total victory from you, _Lord_ Megatron-now this."

Megatron inhaled to counter the barb but Skywarp quickly interjected into the conversation.

"Permission to teleport and retrieve, Lord Megatron. She's nearly to the treeline."

"Denied." Megatron clicked. "Don't waste your energy. I want to see where she's going with this."

"You mean if she survives." retorted Starscream.

Megatron nodded absently as he tracked the speck that was Phage. "If she survives."

"She's phased." Announced Thundercracker. He looked up wonderingly at Megatron. "You were right."

" _Insane_." Starscream repeated shaking his head. "If she survives she'll be as brittle as glass!"

"Cliff." Soundwave reminded them suddenly. "Self conclusion: she's already a box of loose nuts and bolts."

The deadpanned look Megatron spared them all silenced all opposition. "Seekers -retrieve the phaser. She produces a unique energy signature all her own, coupled with her recent brush with the Matrix she should prove an easy enough mark to track."

"As you command, Lord Megatron." intoned Skywarp. And with that, Thundercracker and Skywarp transformed and thundered after the femme. Megatron glanced sidelong at Starscream.

"Well?"

"The femme isn't going to exit the Leap. She's already performed two successful Leaps at the battlefield, and now another two..." Starscream trailed off as he observed the stoic mask that Megatron wore. It needled him to see it. He changed the conversational gears. "She's going to be a smear on the ground."

"A logical probability."

Starscream's optics narrowed.

"She won't get far."

"You have one breem, Starscream."

 _He does know something more,_ Starscream thought. The Seeker clicked his tongue. "I'll do it in half. Phasing in and out does produce a large energy spike. Easy enough to track."

As he finished saying it, a bleep spiked on his radar. Starscream's optics doubled in size, shocked she _had_ exited a fourth Leap.

Finally, Megatron glanced away from the forest below and looked sidelong at Starscream. They held each others optics, an unspoken challenge. "Well."

Starscream transformed and blasted off, his engines wailing with the signature sound that earned him his name.

* * *

Phage had learned long ago that phasing was a dangerous addictive. Everything leading up to it was a similar thrill Alice had experienced while racing down a particular long, flat back country road known as The Drag. It was a popular local spot that teens liked to visit and local cops staked out to catch hotheads. Alice's family ranch ran off The Drag and she had become accustomed to what days and times the coppers and speeders used the length of road. The good girl had never been caught breaking code any one time she had hit the foot on the gas and watched the speedometer climb higher and higher while blasting pumping music from her stereos so loudly that she couldn't hear herself singing along.

Phage could only associate the thrill of phasing to that heart pumping memory.

Beginning a phase invoked a burst of adrenaline, a breathlessness that came when doing something wild and uncharacteristic. A breaking of the mold.

And she was breaking. Breaking free of physical ties to the very reality her mind had comprehended her whole life and throwing herself full force into another place both familiar and completely alien. Phage was smashing through one metaphysical wall and caught suspended between the two. It was always like that, a hang up in the transition. Reality always refused to let go but the cords always snapped -and then she was slipping and falling through into the misty alien world beneath the skin of everything she knew.

Floating midair, Phage took stock of the world around her and noted, as she always did, that everything was white-washed and misty. The astral mists were lashed along by ethereal winds that caused drag on her movement. It never mattered if she was walking, running or leaping. It seemed too that falling didn't matter a bit either. There was always drag.

As she had learned on her first few attempted phases, progression was dictated by thought. She needed to go down. So she thought: _down_.

She drifted through the mists, her body railed by the ferocious winds. Tree tops slowly materialized from below. Lower. Branches. Lower. She was among the trees and descending still. Her body ached. The going felt like tracking through thick mud. By the time the ground came in sight she was exhausted. She had never phased for so long before. She had only ever done short quick phases.

Phage caught sight of her hands and did a double take. She turned them this way and that. Terror struck straight through her. The paint was looking chipped and spotting. That had never happened before.

She shifted back to reality with the sudden abruptness of tension leaving a rubber band.

Abruptly, Phage appeared ten feet above the forest ground and hit it hard. Old discarded pine needles from last year scattered with the impact. The wind left her lungs in a woosh, leaving her gasping and heaving audibly for breath. Her fingers clawed the ground, seeking purchase where none was needed. Her equilibrium was off. She felt like she could fall into the sky. Steam rose off her body and drifted lazily off in the salty wind. Somewhere not so far off, she could hear the endless grinding turn of the ocean's cyclical waves.

 _Move._ She commanded her aching body. **Move!**

She tried to force her body to stand but couldn't even make her head lift an inch off the ground. Every muscle cable to the very fiber of her frame burned with the likeliness of a fierce fever. Her body screamed at her to rest and recover. Her mind screamed at it to move. There was such limited time. The Decepticons would be on her shortly. She had to run. Had to hide. An old memory of Alice's told her there was a place around here somewhere where she might be able to take sanctuary. She was gambling on it.

"I'll rest when I'm dead." she groaned as she forced her body to comply. Trembling and weak, her fingers inched along the ground in the world's slowest army crawl. She really wanted to just lie there forever.

 _Move!_

The word became a mantra in her head. She knew if she paused, even for a second, she was done. She would give in. Break.

Lazily, her optics drifted from the path ahead to her hands. Something was off. In reaching forward to drag herself another few inches, she saw that her paint job was wrecked beyond the normal. Her hands were usually chipped. Working with Wheeljack and Ratchet saw to that. The kind of damage she noted now was far greater than flecks of paint. It had peeled back to expose the metal beneath. Heat still wafted from her body in areas, drifting rapidly skyward. Where the paint was wrecked the worse, the metal was pitted. In some areas she spied the wires below.

If she had still been human she knew her skin would be raw and peeling, holes tearing through the flesh to the muscle beneath.

Phage's stomach turned and tried to heave, but she had nothing to throw up.

What had happened? That had never happened before.

 _I've never phased so long before. That must be it._

Ratchet had warned her when her outlier power was discovered that it was dangerous.

Don't use it. Ever. -he had warned. Optimus Prime had been right there when her ability was announced and concurred with Ratchet. Too dangerous.

"Why didn't I listen?" she groaned.

In the distance and drawing rapidly closer, she heard the familiar roar of the Seeker engines and one distinctive shrill engine whine that she knew was Starscream's.

Phage bit her lip hard. Her fuel pump thudded hard in her breast like Huffer hammering hard away at the forge. "Rest when your dead." she moaned. With an almighty force of will she grabbed a root ahead of her and dragged herself forward, forcing her knees up underneath. She used the trunk of the same pine tree to stabilize herself into a kneel and then, clinging to its branches, to her feet. Always she had more energy in reserve. Any time she dipped deep down she found more lying in wait. "Pain-is-passing." She told herself, stressing the words between her efforts.

The Seeker engines boomed overhead loud enough to drown out her thoughts and close enough to send a misfortune of ravens flapping into the air cawing loudly.

Phage's body was shaking badly against her will. She barely had time to move around the trunk before she heard three distinctive whirls of transformation cogs. The ravens dispersed within seconds. The silence left behind was deafening.

Phage struggled to control her breathing. In the overbearing silence that swallowed the deformed forest of trees each breath sounded like a gunshot.

She strained her audio receptors, struggling to locate the Seekers. They couldn't have entered the forest. She hadn't heard them crash through the foliage. They had to be hovering above.

 _They're stalking me._

Her faced drained of color. She worried her lip to stall her breathing. If not for her fingers digging into the tree trunk she knew they'd be shaking.

 _Focus. Fo-cus._

It was hard to focus around the pounding headache that had persisted since the battlefield.

 _Find the cave. They can't fit through some of the tunnels. They'll lose your signature underground. Find. The. Cave._

She risked a glance around the pine tree, between the branches, and saw the place where she had materialized was as empty as she left it. Only pale shafts of light penetrated to the ground and between these haphazardly danced golden motes.

She swallowed around the lump in her throat and pushed herself off the tree and stumbled to the next.

 _Thud!_

She paused and listened. There had been too much noise between the crunching under her feet to taking cover. Her audios strained to catch the slightest noise.

She heard none.

Phage's mind reeled as she chanced a look behind. How did three Transformers their size disappear in a forest? It made no sense.

"Just go, Phage." she muttered to herself. She risked a jaunt to the next tree and when she reached it and slammed her back to the tree she risked a look behind again. She had gone about a dozen yards or more and knew it wasn't far or fast enough.

 _They will find you._

"God, I'm an idiot." Phage continued to mutter to herself as she made for another tree, scanned the area for signs of familiarity, listened for the Seekers, and risked a look behind. "How am I suppose to dodge them all the way back to the _Ark_? You can't transform into a vehicle, Phage. You can't exactly Uber it back either. Did you bother to think about any of that prior to this? Nooo- of course not."

Self monolouging came to an abrupt close when she finally spied them. It was their feet at first, then their legs and chest. Taken aback, she stared hard realizing that they were agonizingly taking their slow sweet time to pick their way through the branches to avoid noise. Her mind raced. They were facing her direction. She was almost certain she was on their scanners but they hadn't seen her yet.

She made fast calculations-

-and said fuck it at the outcome.

Drawing on a wellspring of energy that was yet untapped, Phage pushed off the tree and forced her protesting body to make a run for it. She had to make it to the cave. There was no other acceptable option.

"Run! Run all you like! Exhaust yourself!" rang out Skywarp's mocking voice all around the forest. "It makes the hunt so much easier for us in the end."

"Surrender!" called out Thundercracker next. "You're only stalling the inevitable."

A gunshot went off and the blue laser blast streaked by her vision mere feet again. Phage stopped on a dime, arms propelling to stabilize herself.

"Phage!"

Her head snapped around. Starscream and the Seekers were fixed on her, but it had been Starscream that shot. It was Starscream that called her out. His fist flexed out and around and gestured for her to approach them with one finger. The Aerial Commander's face brooked no disobedience.

"Come here, femme. You're only making this harder on yourself." Desperate, she looked around and spied what looked like a game trail. "Don't be stupid." Starscream crooned across the way. "There is no where for you to run."

She ran down the game trail and quietly rejoiced when it joined with a much larger beaten path a few yards off. It hadn't been a game trial but a hikers beaten path.

Starscream shook his head. "They always choose to run." he lamented.

"Fine by me." Skywarp grinned wolfishly as the three Seekers sped through the air to catch her, masterfully weaving around trees in the wide open space under the canopy.

They were on her in seconds.

"Your efforts are futile!" Starscream reached for her. "Why you insist on running-"

Suddenly, she shifted into her human alt mode and dropped and slide into a ditch that had been hidden by surrounding bushes. Starscream blinked hard at his empty hand, cut thruster power, hovered and had to quickly double back. Thundercracker's laughter stung his audio receptors.

In the narrow ditch, Phage threw herself at the entrance to the cave. Even before reaching it her fuel pump dropped into her gut. "No. No, no, no!" Her hands wrapped around the metal bars barring her passage. She yanked hard but it only rattled. How could she have forgotten it was barred? "Of course it would be." She hissed at herself as she yanked hard again. The caverns Alice visited usually were to prevent vandals. She braced her foot on the side of the rock wall and yanked hard again. The gate rattled and gave little by little.

One, two, three hard desperate yanks and suddenly she was flat on her ass. The gate tore from the rock in a clamorous shrieking fit. Quickly, Phage scrambled to her feet and plunged into the pitch darkness of the cavern. Small victories swelled her breast.

"Grab her!" shrieked Starscream.

"How? I can't fit in there."

Starscream vented air through his systems. The three Seekers hovered around the ditch staring down the slanted path to the cave entrance. "What is this place? The crafty femme obviously knows the cave. It must be why she asked where she was before she phased. This was her destination. So where does it lead?"

* * *

The cool cavern welcomed her as she ran inside, the sudden drop in temperature that marked the constant thirty-six degrees of the cavern a welcome kiss on her skin and soothing balm to her aching lungs. Guided by the small illumination of her optics and light pen she pulled out from subspace that she normally used for medical purposes, she trucked deeper and deeper recalling the cavern network from Alice's visit to the limestone sea caves years before. It was just enough to lead her through the twisting tunnels. The trek was an arduous hike, forcing her to climb and descend muddy paths that flooded in the rainy season. When the tunnels narrowed she had to go at it sideways and shimmy through. Further along the path opened up like a 'V'. Her feet were swallowed in the thick muck, slowing her progress. She pulled her feet free and jogged the distance by bouncing from one slanted wall to the next.

She battled a slow rising attack of claustraophia. She wasn't known for it and pushed back hard against it. She wasn't going to die down there in the dark. She was on the right path to make it out. She was descending gradually. At the end of the path ahead there should be a bend that opened into a large cavern. She would have to slow down come the exit. A wrong move and she could fall down a muddy pit and take the sudden drop some hundred feet to a lake below.

Wait, she thought. Was there a lake? How much had it rained last year?

Once she scaled down the narrow path that descended into the cave exit she'd have to wade through it anyway. Then make the hard trek to climb out.

Gradually, Phage came to a stop near the end of the 'V' ravine and leaned back against the slope, her feet holding her up out of the muck against the opposing wall. Far above in the crevice of the ceiling, the light from her pen caught and illuminated off water that dripped from soda straw formations and glinted off veins of iron.

In the moment's reprive, she took the time to reexamine her wounds from the phase. Getting mud in her transorganic systems couldn't be a good thing. She was sure Ratchet would have a fit. Turning her arms this way and that though showed no wear. Phage stared hard. Besides Optimus Prime's dried lifeblood and the red mud, she saw no signs of paint decay or pitting in her armor or the gaping holes that exposed circuity. She squeezed her optics close hard and looked again.

Nothing.

"Must have been a figment of my imagination." she mused quietly. "From what I saw while phasing?" That must have been it. Maybe the stress and the phasing was playing tricks on her optics.

A sudden smile quirked her lips. She threw her head back and laughed.

"Lifeblood and mud. Aren't I a beauty to behold. Ahh- Phage, what are you going to do?" She palmed her temples but nothing would be rid of the pounding headache. "Rush to the end and hope the Decepticons are not there? Then you'd be at sea level. Where do I go from there? Better to backtrack and hope they've left the entrance to catch me on the other side. It should be a point-six mile hike to the lodge, across forest terrain." She pushed hard against her temples and released after half a minute. It did little to reset the migraine. "They'll pick up on my energy signature instantly, I'm sure. And I can't put people in danger." She gnashed her teeth. "The _Ark_ is in another state. I need a ride." She pinched the bridge of her nose. "Or more caves. A network." her head shot up. "Which cave network ran across several states? Isn't that nearby?" she muttered suddenly, second-guessing, "Or...was that in the Rocky Mountains? ….California, maybe? Shit." She scrubbed at her face and carded her fingers through her synthetic hair. "I need a map."

The pounding headache behind her left optic blossomed. She reeled and was glad she was already lying flat on her back as everything tilted crazily around her. Phage fixated desperately on the glimmer of light overhead, holding precariously to consciousness with sheer force of will. The headache felt like it wanted to spread and consume the rest of the space inside her cranium but hit a block with her struggling consciousness. It stalled, then _stirred._

A low groan sprang unbidden from her throat. Her right hand lifted before her optics and turned over slowly. A striking stab of panic lanced through her body and cut straight to her fuel pump. Phage sat up and examined the rest of her body.

"Phage?"

She had voiced it but it wasn't her.

Phage focused inward.

Across her mindscape at the edge of the dark cool expanse she regarded as the sea of her consciousness, another unfolded of gleaming high walled towers and a massive city, layer after layer after layer as complex and manifold as a puzzle box. The lights from the city played across the expanse of her undersea ocean. For the first time in a long time, there was light.

The mindscape shifted. There existed a gray twilight between the two extremes. Phage stood on one end and Optimus Prime's consciousness materialized on the other side. He was struggling, groggy and perplexed. His consciousnesses avatar was surrounded by a fiery light and scintillating Cybertronian script that blinked into existence around him. He gripped his head and looked at her -through her, seeing through her optics and yet seeing her all at once.

Together, they stared wide opticed at the opposing wall.

"Optimus!" his name crossed her lips in a breathless utterance.

"Where-?" Began Prime.

Phage groaned and squeezed her optics shut. "Not now. I had hoped for a few more hours."

In the Infraspace, Prime straightened. His vast ancient consciousness shifted, trying to get a feel for the new head in a manner similar to examining a new house. Only he felt around and tried to neatly side step her consciousness, not sure how to deal with the situation and, Phage felt, disgruntled.

"I can't wait to hear this one." Optimus grumbled as bad mannered as any mech coming out of recharge on the wrong side.

In the mindscape between, she spread her arms helplessly.

"Desperate measures." she smiled sheepishly. "I performed an emergency spark transfer and uploaded your conciousness to mine with an impromtu cortical psychic patch."

"You did what?" Her voice rang with the incredulousness of Prime's disbelief.

"I had hoped to make it back to the _Ark_ to avoid this." She scrubbed her face. "It's a race against the clock now."

"Explain."

"I don't have a secondary spark chamber with the nessecary protective shielding like Ratchet does for emergency spark transfers like this. I took a risk." her fingers carded through her hair, forgetting that it was coated in mud and blood. "Over the course of one week, if I can't get back to the _Ark_ , our sparks will merge and my body will-how did Ratchet explain it before?- morph or something to that extent to accommodate two sparks."

"Its called a resonation." Optimus supplied helpfully.

"There. That word. Couldn't think of it."

Optimus was silent a long span. Phage was almost glad for it. It was so weird hearing herself carry on a conversation by herself.

In the infraspace, the two stood divided by the gray strip between their consciousnesses. Optimus examined her mental avatar over carefully as the silence stretched between the two. After a long length, he spoke through her physically, "What happened exactly?"

She shared with him the information in a series of rapid fire thoughts wrapped up in images reels loaded with sensory and thought information. It took Optimus off guard. Prime took a moment more than she thought he would to decipher the information. Either he was still gaining his bearings or her transorganic CPU was much more different from the Transformer CPUs than she'd imagined.

"It's just the way you store information." Prime said absently.

Phage blushed.

"I wonder if this is how the Aerialbot's feel."

"Perhaps. Although I'm sure they're quite use to it." Prime elaborated through her voice.

Once Prime had digested all the information his avatar stared at her wide eyed.

"You did all that to save me?"

Phage's avatar glanced at her feet and all around. She rubbed one shoulder and did so physically as well. "Well-yes. Anyone would have."

Optimus shook his head, and Phage's head shook in the negative in real time. Prime's consciousness swelled with admiration. "No, Phage. I have been alive nine million years. Nobody has ever done what you did. Thank you. I owe you my life."

A confusing mix of emotions played across her breast: admiration, embarrassment, pride, humility-

Phage ducked her head, breaking contact with the wall across from them. She carded her fingers through her synthetic hair. "You know that's not necessary." She cycled air through her olfactory. "And don't thank me just yet. The Decepticons are outside, the _Ark's_ a state away, and we're on a literal countdown. Lord, if we're recaptured how the hell am I suppose to hide the resonation process for long?"

In the Infraspace, Prime's optics narrowed, thinking critically about their predictament.

"Phage, I have one question. Where is the Matrix? I told you to take the Matrix."

She puffed up. "I couldn't just let you die. How could I? You were lying there telling me the Matrix can revive the lot of you but not heal you when you need it? Well I thought that made no sense. It made even less sense that anyone else would know what to do with the thing if you were gone. So I saved you."

"And the Matrix?" Prime stressed. "Phage, where is it?"

A huge grin split her face like the Cheshire cat. "You'll love this one." She shared the information willingly in the rapid succession of images. When he had finished digesting all of it his avatar stared at her wide eyed.

"I can't believe-"

"Tell me you love me." she teased.

Instead, Optimus swelled with disapproval. "Your playing a high stakes game."

"And I'm pleased as punch to say so far I'm winning." she jerked her head towards the exit. "This is just a minor setback. So far though I think I can say I'm breaking even."

She Sensed his displeasure. It put an immediate damper on her attitude. She sobered up. The grin disappeared.

"You realize the moment Megatron discovers what you did-"

"Yes." she cut him off. "I imagine he'd burst a circuit or two. Then-well, me."

"Phage, you have no idea. He can't know what you've done."

She bit her lip.

"I know. I know. How are we going to get out of this?"

Prime thought fast, crafting plans and discarding them at a rapid pace until finally there was only one course of action. The cold sliver of apprehensive dread that pooled from Optimus wormed its way through her breast.

Anything that made Prime nervous had her on edge.

"Phage, there's only one thing to do – we have to keep rolling with your gamble. The only way to secure safety back to the _Ark_ is to convince Megatron you don't have the Matrix while hiding the resonation process."

She blanched. "You mean-"

"Yes. We have to surrender to Megatron and convince him to exchange you back to the Autobots."

"He thinks he's already won the war."

"It's our only course. Megatron will either exchange you for supplies or the Autobots will muster an extraction."

A cold sweat pooled on her forehead. Phage scrubbed her face.

"Shit."

* * *

Phage reemerged from the entrance of the sea cave system and chose a random direction away from the human lodge and started off at a trot, then a run.

 _'Make it look convincing.'_ Prime told her.

She burst through a dense treeline and had to quickly stop on a dime. She stood, teetering on a sheer cliff drop that gave way to a rocky bed at the base of the ocean. Thunderous waves crashed the mountainside, hungry and unforgiving.

Phage stared down the steep drop to the rocks below, lips parted and eyebrows knitting together. Overhead sang the familiar song of several transformation cogs spinning off. She squeezed her optics closed and when she tilted her head to the sky and opened her optics there, floating in mid space, was Megatron and the Decepticons.

"You survived." said Megatron matter of factly. "Impressive. Very impressive."

Her optics dropped back to the rocks below and then quickly flirted to the treeline behind.

"Stop with the theatrics." Megatron sighed. "You can't escape. The effort alone is as exhaustive on your behalf as it is futile."

Once again she abused her bottom lip, her feet shifting below her.

"Anyone of us could catch you before you make it half way down." Megatron said suddenly. "And don't think that you can evade us in that flammable carbon field of matches."

"I wouldn't catch her." Starscream interjected. "Frankly, she could do with the dip."

She stared up at Megatron, face long and with tired optics. There was a quiet challenge between the two, as silent as had been between Megatron and Starscream earlier.

Phage broke contact and dropped her head lowly. The femme stepped out from the tree line. Slowly her hands lifted into the air, open palms up as her knees hit the earth.

"Finally." Megatron rasped, "If only you had shown such obedience before."

"Fuck you." Phage muttered so softly only she could hear.

 _'Careful.'_ Prime chided. _'Keep your temper in check.'_

Her right wrist was snatched up in a crushing vice like grip. Phage sucked in air between her denta as she was yanked off her knees and onto her feet. Once again she found herself staring optic to optic with Megatron.

"It would do you well to follow my commands henceforth. It would spare you the painful repercussions disobedience brings with it. Just ask Starscream."

A mock smile flashed across her face and disappeared just as quickly. "I'll be a model prisoner."

"Good." she felt the heat of his voice on her face.

Abruptly Megatron wrapped his arm around her waist and locked her in tight against him. A strike of repulsion from Prime stabbed through her. She fought the instinctive desire from Optimus to lash out.

Before she knew what was happening, they were airborne again and traveling over the ocean. In what seemed a much shorter time than it took them to travel there, the telescoping Docking Tower rose out of the water to admit them into the Decepticon sea base's dark folds.

When they landed, Megatron said absently to Starscream, "We need a set of null-restraints constructed."

"I'll start straight away."

"See to it that you do. We don't need our prisoner getting any ideas."

Optimus Prime's conciousnes stirred quizzically in her head. A question of why?

 _I've been phasing._

His consciousness flustered. :: _What?!::_

 _Not. Now._

She struggled to school her face to neutral as she was marched across the platform to the Docking Tower's dark interior.

Her mind and body was a wreck of nerves. Nothing had gone as planned.

 _::Few things ever do.::_

 _That's not comforting, Op._

As the Docking Tower door slide to a close, cutting off the last of the hot June sunlight, the warm glow drew short on her. Despair and fears settled in.

"I'm never going to see the light again."

She hadn't thought she had said it out loud but with Prime in her head thought and vocalization had become a muddled affair, but Megatron suddenly said, "Melodramatic much?" he paused then added, "Light is overrated." she glanced up and caught a strange crooked grin on his face. "I think you'll come to appreciate the bueaty of the shadows below."

The Docking Tower doors thundered close.

Phage swore it sounded like the knell of church bells.

"I'm going down to hell." The haunting lyrics for Hotel California by the Eagles started up unbidden in her processor. _It's always paved with good intentions, she thought._

As Megatron's grip tightened on her arm, Optimus Prime's consciousness stirred to comfort hers.


	3. Scream

**Author's Note:** I forgot to mention in the first chapter that this story is mainly an alternate universe of the Generation One cartoon and comic books with IDW's comic lore used at my leisure to flesh out Cybertronian culture and back history for characters. Other elements are my own.

About Megatron's character, I thought it would be interesting to toy with the concept of a more centered, lawful evil Megatron than the monstrous variants these days. If anyone was curious as to his personality that is why. He's evil, he just has his own codes he abides by and his laws and rules he demands that are obeyed.

I do have a question for you, my readers. Would you prefer to have shorter bite-sized chapters ranging around ten pages long vs. the novella twenty-thirty+ page chapter one? Also, should I have Phage and Optimus's mental chatter and descriptors be all italics or only partial? What's easier to read?

* * *

 **"Inside your head you scream for silence"**

 **-Hush, Hellyeah**

* * *

 **The Decepticon sea base was the antithesis to the** _ **Ark**_ **: cold, oppressing and unwelcoming.**

It was Phage's general collective thought for the whole of the spartan interior as she was ushered along at the forefront of the returning Decepticon forces. For every misstep, Megatron's iron grip dug incrementally tighter around her upper arm as he pulled her upright to keep pace. To her immediate right was Starscream, who kept glancing at her with barely contained repulsion. She became a psychical wedge between the Decepticon and Aerial Commander. Flitting just on the edge of her peripheral vision mulled Soundwave, making her anxious. At her heels was the rest of the Decepticon forces whose crimson optics she could feel burrowing into her back.

She felt like a wayward lamb among starving wolves.

 _::Don't let them rattle you.::_

Optimus Prime's calm collected vernacular ushering across her processor jerked her out of her own isolated thoughts. Not for the first time and certainly not the last, she was surprised to learn that she had not been as guarded in her thoughts as she expected. From the moment he had awoken, Phage had quickly discovered that even though they were time-sharing head space they seemed to have their own separate halves of it, independent of each other yet able to respond to the other. She was still trying to get the hang not openly sharing.

It was the first Optimus had said anything for near a breem. Disappointment still radiated from Prime's ironclad fortress consciousness since the mention of her phasing. Phage shied away from the city's aura in their shared mind-space. The luminous glow of Prime's consciousness illuminated areas of hers that had not seen light for years. It was a strange sensation to feel so intimately exposed and enthused to share her inner self all at once. Ultimately, she opted for the former sensations and squashed the others. There were sides of her she was sure Optimus would not appreciate.

:: _Hard to do. I haven't been battling them for nine million years.::_

 _::Five million.::_ His voice clipped brusquely.

Phage bit the bullet and dived straight at the problem. There was no use in ignoring it. :: _You're mad about the phasing.::_

 _::Of all the sources, I should not be hearing about it firsthand from Megatron.::_

Phage's optics dropped under his hard gaze. :: _I should have told you but I didn't want you to shut me down. I knew you would have rejected it.::_

 _::Can you even explain to me your logic in that sentence. You knew I would say no and yet you did it anyway.::_ He paused, then added moodily, _::You would always do as you wanted to do.::_ His thoughts were hard. :: _You were_ _ **told**_ _your outliner ability was dangerous. I can't compute why you insisted on going behind my back to test it. Do you realize with one jump I could have-_ _::_ The golden city of his consciousness shifted like a transformation cog being spun. Spires moved, entire districts shifted. _::You could have terminated yourself.::_

It did not matter that he tried to correct his thoughts. Every thought shared carried with it underlying emotional and mental currents that transmitted from one to the other. There was no lying in their shared thoughts. No capacity to deceive the other. It would be known. What he wanted was her safety. He had always sought her safety first and it riled him every time it found her whether she sought it out or the danger sought her. But there had been more to the thought Optimus had choked off. In his way, he loved her. He could have lost her again. It was what he had meant to share and what he didn't.

Phage was clever enough to deduce what he had actually meant. Optimus saying it to her though, even in thought, would have been as hard a blow as Sparkplug calling her 'Alice.' She had always known Optimus cared for her because Alicean Witwicky had been close to the towering Autobot Commander. Phage had her face. She had her mannerisms and memories. She wasn't so sure she was Alicean though. She hadn't been sure for most of the year.

Digesting everything in half a nanoklik, her avatar shifted and downcast her optics. _::I wanted to see what I could do. I thought that, if I could learn to use it effectively rather than getting stuck mashed up in a wall, I could perhaps finally be of real help. I'm sorry, Optimus.::_

There was a short but hard silence from the golden interlocking city that was the whole of Optimus Prime's consciousness that eased and softened in the passing nanokliks. In the gray misty divide between their cognitive awareness, his avatar stared hard at her as if trying to figure something out. The scintillating Cybertronian script and string of code burned a cool golden orange hue.

 _::You never needed your outlier power, Phage. You already are of real help. Ratchet is overworked in the medbay and your assistance there a huge relief to him. He has confided as much to me. And your efforts in Wheeljack's lab have sufficiently improved his efficiency.::_

A long suffering groan fell from her avatar. _::So. Much. Organization.::_

 _::Ultimately,::_ Optimus pressed the issue, cutting through her dramatic lamentation, _::the blame is mine.::_ she Sensed he meant it and that confused her. _::I should have realized what was going on under my own house.::_

Across the expanse, Phage's avatar shifted. Beneath her feet, the cool black waters rippled. Where the waters met the gray ravine between them it trickled off and over as if meeting an edge and dripped into starlight. _::So, we're okay?::_

 _::Now isn't the best of times to explore the issue in depth but yes. We are -::_ Suddenly, Optimus said, _::What did Megatron just say?::_

 _:: **Is** Megatron addressing me- **us**?::_ she corrected.

If Optimus had been startled to realize he had missed a conversation going on around him, he was just as surprised to watch Phage's aurora borealis thought processes collide violently and flat-line. It took her precious seconds to reboot her current surroundings.

He thought he was starting to understand her processing better. He made a note of it.

"-be long before I have a working pair." Starscream was saying in response to a question posed by Megatron. "Really it's just a matter of retooling a pair of translock cuffs with a nullifying current rather than constructing a pair from scratch."

"How long?"

Starscream waved a hand dismissively. "Within the cycle."

Megatron slid him a lazy opticed look. "Is that estimate within the same calculation as your half breem."

Perplexed, Phage's face crumbled up at the discussion.

Starscream snapped off an offending glare. "I would have _had_ her if-never mind!" the Aerial Commander huffed angrily. "You'll have the restraints."

"See to it now." Megatron ordered, eyeing Starscream up and down. "Your injuries aren't grievous enough to warrant repairs at the Medbay."

"Tch!" His nose lifted into the air with a flair for the pompous. "I concur. My system self-repairs can handle these scuffs-unlike your own."

 _::Shots fired!::_ Phage's eyebrows shot up her forehead watching the quick-paced exchange unfold as her optics bounced back and forth between the two in rapid succession.

"Your systems would be hard-pressed to repair damage done by Optimus Prime's bardiche if it had caught _you_ across the chassis, Starscream."

"Perhaps." Said Starscream idly. "Or your age is catching up with you, Megatron."

"If it's _age_ your not far behind me."

"I think far enough that-"

Abruptly Megatron turned on his heel and his free hand lashed out with the speed of a viper. His fingers encircled Starscream's arm, pulled the Aerial Commander around and carelessly flung him down the hallway. Starscream stumbled along to catch his balance. "You have less than an cycle now, Starscream."

The Seeker grimaced but turned and hurried down the hall at a brisk pace to sectors unknown, likely a lab of some sort, sulking as he went.

"As for you-"

Phage tried to keep her face neutral when he jerked her back into motion, but her optics were large and round and jumped between the Decepticon Commander and trying to mark the smallest detail that would help her set sections of the seabase apart from each other. She did not have success in the latter. Although she did discover that they were alone in the halls. That startled both her and Optimus. How had they missed the Decepticon forces trickling off until it was just Megatron and herself?

"You must be exhausted after four successful jumps." Megatron said suddenly. Apprehension crept in steadily. Where was he taking her? Did she want to know?

:: _A cell.::_ Optimus offered. _::Don't spook yourself.::_

Megatron glanced sidelong at her when she did not respond. "You do understand what I'm asking."

Phage stared back at him with large optics. "Jumps?" she repeated slowly.

 _::Dear lord, Optimus how do I go about this?::_

 _::Stay calm.::_

 _::What do I do if he keeps asking questions?::_

 _::I'm right here. I'll walk you through it but you have to do the talking. Megatron might realize your harboring my spark if you start talking like me.::_

 _::At least we can concur on that.::_

Perplexed _,_ Optimus's avatar looked at her. _::We've agreed on a plethora of things before.::_

Megatron rolled around an indistinguishable noise in his mouth. "A phaser term." He said at length. "A jump refers to when you enter a leap and successfully exit a leap. Now understanding that I will reiterate, you must be exhausted."

"Yes." She clipped. "I am."

 _::He isn't genuinely concerned for you. He's going to play for information about your phasing power.::_

 _::That was readily apparent.::_

They stopped in front of a purple matte door indistinguishable from any other one she had seen on the way there. Standing outside of it, Megatron scrutinized her for a long hard length. She shifted her weight uneasily, Phage's ego struggling to fall into her counterpoise stance and Optimus battling to fall into his hard coded military stance. The minor mental struggle ended up an awkward shuffle, complete with shifting optics as Phage made attempts to examine the door and Optimus to stare down his ancient nemesis.

None of it Megatron missed.

 _::Will you stop.::_ snapped Phage and felt Prime's ego stall and process the request.

"I'm intrigued." He said at length and watched as her optics jumped up to his. "The casualness with which you've performed the jumps leaves an impression that you've had formal training."

"The Autobots aren't involved." she said quickly before consulting with Optimus. She did not want Megatron believing that her Autobots were implicated in any way with her moonlit phasing runs. "All anything is is repetition."

There was a particular glint in Megatron's optics she couldn't place but one that Optimus did not like. "You've been practicing then."

 _::Do_ _ **not**_ _answer further.::_ Optimus's shared thought was adamant.

"On your own I take it." Megatron tried fishing again. "I doubt Prime would have approved of such a dangerous thing."

She set her jaw.

To her surprise, Megatron laughed. Genuinely laughed. The sound shook her. "You are as vocal in silence as you are in speech."

Her cheeks burned.

The un-descriptive door slid apart without Megatron's need to punch in a keycode. She assumed it was by a coded thought command from Megatron, a process as natural for their race as humans absently sliding their credit cards at a store and punching the pass code. His grip on her arm never once slacked.

Once opened Megatron tossed her into the empty room. Phage stumbled inside, quickly noting that there was absolutely nothing of note within. Four walls in about a space equivalency of a ten by ten room for Transformers. She blinked and turned to look at Megatron. The Decepticon leader remained in the entryway, blocking her only way in or out. His face was stoic.

"Welcome to your new accommodations. You'll wait here until I've figured out how to deal with you."

"How to-? Would you just listen to me! How many times do I have to say it-I don't have the-"

The door slide shut on her face.

Phage cycled air in a rush through her olfactory and screamed in frustration. She turned, took three steps and violently kicked the nearest wall. The metal plating convaned on impact.

 _::Stop! Control yourself!::_ Prime's voice shot off in her head.

She threw a hard jab at the wall for good measure.

 _::Better?:: he deadpanned._

"Marginally." Phage grumbled and pulled her fist for another jab. "But I think I'd feel better if-" her fist stopped mid jab, an inch above the wall and refused to move. Phage grimaced as she engaged in a battle of wills to wrestle control of her arm back from Optimus. It was over before it even began. Her short fused ego tried to storm across the gray divide between them, realized Optimus was giving the look he did just before handing down a verbal beating to the latest wayward Autobot of the week and backpedaled.

Dejectedly she muttered, " _Op_!"

 _::Control your temper. If you wreck this cell they'll move us to a more secure one.::_

She struggled momentarily with her emotions then relented with a long suffering sigh. She touched her forehead against the wall and pinched the bridge of her nose. Gradually, Prime released her leading arm. She begrudgingly rapped her knuckles against the wall, swallowed the burning desire to punch it, and splayed her open palm against it instead.

She spoke to the wall. "Things weren't suppose to go this way." Phage rubbed her forehead against the cool metal, optics squeezed shut.

She felt her lips begin to move of their own accord. Although it was her voice it was Optimus's eloquent calm vernacular speaking through her. "So do I. Allowing the Decepticons to take you-I-" Optimus paused to consider the proper term of usage, then began again, "- _us_ was the only available course of action. Had we struggled, we would not have gotten far on foot and could have run the gambit of endangering human lives. So long as Megatron doesn't realize your duplicity, I believe that we stand a chance to convince him to return us to the Autobots."

"Optimus," she stressed patiently, "I- I'm having a hard time seeing how we can do that. He thinks he's already won, so why would he turn us over?"

"He'll try to recoup his losses once he realizes you don't have the Matrix."

Phage gently tapped her forehead against the wall before massaging her temples. "Assuming he doesn't just kill me outright."

Optimus's tone was somber. "You have to hope for the best outcome, Phage."

"You hold on to your optimism and I'll hold on to my pragmatism." Her optics cracked open to emit a thin sliver of light. "Give me the gritty reality, Optimus. Don't sugar coat the situation. I want no illusions here."

"He won't terminate you."

"Optimus-"

"He _won't_ terminate you, Phage." Optimus stressed, "What he will do will be much worse."

"What exactly-"

 _A trap._

 _He should have known._

 _The ground shifted and suddenly gave way beneath his feet in too wide a radius to leap to safety and to abruptly for him to run. He realized his error as he watched Soundwave hover where they had battled, impassive as the earth swallowed him whole._

 _What lay beneath the terra firma of the planet he had fallen in love with shocked him. He struggled to comprehend how he could have fallen from Earth's surface into Cybertron's interior. The answers came immediately and were as jarring as the fall into the back of a dump truck._

 _The landing knocked him senseless. A long groan escaped his vocal processor as he laid there trying to catch his bearings. The suspension of the dump truck -he Sensed he was in the back of Long Haul- creaked and dipped. There were other Decepticons around. As many, he Sensed, as the whole force. Megatron suddenly filled his whole vision. His countenance was all teeth and smoldering crimson optics that barely contained his savage glee. Somewhere out of the field of his vision he heard the distinct hissing noise of an energy weapon igniting. Megatron's hands wrapped around his neck cables. He tensed, summoning the whole of his will to roll through the disorientation from the fall and break Megatron's hold- only to feel the hot precision cut of a laser across his spine and suddenly he went limp. His body would not move. Not a finger. Internal reports came screaming at him that his motor relays had just been severed. Cold dread settled around his laser core. He refused to give in to panic as his optics went wide._

 _"Welcome, Optimus Prime." Megatron's hands retreated and held up a laser scalpel. "A gift courtesy of Ratchet from his first visit. I think it's only suiting that its been used on you as it was on me-with intent to harm."_

 _Megatron swam out of his vision. Long Hual's suspension dipped and lifted and dipped again. Hook took Megatron's place. Between them passed something long and cylinder._

 _"Hook has been an understudy to Ratchet when the good doctor comes visiting, Optimus. He shows such promise. Hook, why don't you show the Prime how far your studies have come along with a dissection seminar."_

 _Vzzt!_

 _A purple energy blade ignited in Hook's hand. Prime's laser core thrummed wildly. Any force of will to move yielded none. He was struggling in his own mind._

 _"Prime," Megatron said from over Hook's shoulder, "you'll be the body."_

 _With haphazard swings that belied the careful precision and an optic for detail, Hook began disassembling Prime at the joints. The energy blade sliced and cauterized as he went along in his hackjob pursuit. Deducing with the first cut that he wasn't going for the vitals, Optimus rerouted his nervecircuits away from his limbs to minimize the pain._

 _When Hook reduced him to just a head and torso, the Constructicon deactivated the energy blade and smashed through the windshields. Seizing the metal frame, Hook violently broke the lock mechanisms and forced the panels apart. Pain lanced and stabbed at him in equal measure playing a coordinated part to the horror that abased his will. His fear pitched to a fevered tempo when he realized Hook wasn't going for his spark chamber, he was tearing through his insides for the Matrix. Repulsion lanced through his being. He wanted to scream at Hook to stop. The young Cybertronian did not know what he was doing. Millions of years worth of stifling his voice under intense brutal interrogations and battlefield conditions left him mute, his own bystander to the violations being delivered upon him._

 _The final abuse came when Hook tore the Matrix from his chassis, trailing power relays and snapping connectors. The violent disconnect from the Matrix sent such an upsurge of repulsion through him that his systems overturned. He gagged on his own vomit. Ashamed, he had to retract his battle mask or choke on the sick._

 _Hook stilled mid process handing the Matrix over to Megatron, his body radiating shock. Megatron took the proffered Matrix from Hook's numb hand, smiling like a savage Cheshire cat as he watched him struggle with detached glee._

 _"Welcome to New Cybertron, Optimus Prime. The Constructicons will see you apart of it. Hook- finish the session. I want his head."_

Phage's knees hit the floor. The fingers of her left hand steadied herself against the wall while she wrapped the right arm around her midsection. She was hyperventilating, her laser core pumping adrenaline through her systems while she swallowed back the bile at the back of her throat.

Her body shuddered as she struggled to process the traumatic memory as it bled through the resonation process to her consciousness. The memory racked her soul as if it had been her in Prime's place; the burn of the energy blade, the chop shop hack job, Hook's hands ripping her chest- _his_ chest apart to claim the Matrix. The crime committed at the Battle of New York and repeated on multiple occasions by Megatron throughout the years was nothing but a violation on multiple fronts. It was rape. Not in the human sense, but that's what it was all the same. It was a violent raping. The Stunticons had been born from the pillage. Another time it had been the Combaticons. Before that, the Construcitcons. All of them children of violation.

Disjointedly, she wondered if part of the reason why the Earth Decepticons hated the Earth Autobots so much was the basis around their births.

Her forehead pressed against the wall. The fragmented memories burned into her processor. That would be her. If everything went to hell, Megatron would tear her body apart to retrieve the Matrix and seize the complete victory he should have had in the shadow of the _Ark_. He had already threatened as much on the battlefield.

Optimus's fortress consciousness went into lock-down, the city disappearing under a golden shield until all that was was but a solid metal orb. "Phage- I'm sorry. I didn't mean for that to get through."

He was aghast at his own failing.

She thought the gray divide between their minds seemed to yawn a little less. She made a note that the resonation process was accelerating faster than she imagined or, perhaps, this was perdictable expectations. She wasn't sure.

"It's not your fault." She meant it. If she was anything, she was understanding. "The longer the resonation process continues there's going to be a lot more you don't want me to see, and a lot of myself I don't want you to either." Her face was pinched. "I needed to know though, Optimus. I," she hesitated, " _need_ to be prepared."

"Nothing can."

A long silence perpetuated between them. It made Phage itch. There was never silence in her processor. There was always thought. Always action. Always noise. Optimus Prime's presence changed that as assuredly as when Soundwave had violated the sanctity of her mind. She was tiptoeing in her own cranium. Afraid, as Optimus was afraid of what she'd see of him, of what he'd see of her.

What would he think of her existential crisis? Of the darker corners of her consciousness? Wheeljack had gently told her to take her struggles up with Ratchet but she had been too proud to do so. How could she explain to Ratchet how she was struggling with human processes versus Cybertronian. How did she explain to Ratchet that she was taking everything he was teaching her and reapplying it in her consciousness on how to do the most damage to the Decepticons? At least, when she let slip a question of 'how to wreck mechs' to Sideswipe and Sunstreaker they got it. As warriors, they understood. Sideswipe had understood. Sunstreaker had gone further and elaborated in intense detail until she thought she'd be sick.

Reflecting on her struggles privately, it all seemed so insignificant. If she was struggling over her own existence and ways to kill, how was she going to handle acclimating Optimus Prime's millenias old consciousness without breaking under the strain if their consciousnesses merged during the resonation process?

How did the combiner teams deal with this?

They didn't, she realized with a start.

"Phage," Optimus began tentatively only when he was assured his memories were locked away secured, "Megatron may have written half of the Greelight Accord-"

"But what _is_ it? I've never heard of it before."

There was only patience, despite her abrupt interruption, as he elaborated. "It is an amendment to the Tyrest Accord."

"You say that as if I actually knew what it meant."

"Almost twenty years with us." Phage recognized the dry humor straight away.

"Optimus."

"Prowl quotes it frequently."

Her lips twitched and finally gave in to a slender smile at Optimus's attempt at humor to calm her nerves. "He quotes a lot of things. You, for instance."

"True." he concurred. "He also quotes the Autobot Code when certain Autobots step out of line."

"Sideswipe and Sunstreaker." Phage supplied, easily slipping into the familiar back and fourth pattern long neglected between them and found she not only liked it, but missed it.

"I wasn't going to name names."

"The Dinobots." she pressed.

Optimus made an indiguishable noise at the mention of the Dinobots that Phage felt was decidedly grumpy in nature. "He could quote the Autobot Code to the Dinobots a thousand times and still it would not sink in."

"And that," Phage declared, "is why you and Grimlock butt heads."

"We don't 'butt heads.'"

"Stubborn." she teased.

Optimus did not skip a beat. "Stubborn? You're fashioned from a similar mold."

"You do remember my father, yay?"

There again was another rumble from her throat.

" _Optimus_." She was grinning at his impertinence. When he did not push forward she remarked at length, "The Greenlight Accord?"

"It is an amendment to the Tyrest Accord, as I have stated."

" _Op_."

"Which is the military law that both factions abide by. It is a lesser known and near obsolete amendment that dictates the strict forbiddance of the gross mistreatment and death of femmes captured as prisoners of war."

"Pft- and Megatron wrote half of it?"

"Yes."

That was it. A hard yes that begged Phage to ask more questions thereof. Her fragile smile cracked and ran away from her face. "But _why_?"

"Megatron abides by his own set of moral codes- one of which restricts him in using lethal force against femmes. This in turn he expects to be followed by his Decepticons with wax and shine. To deviate is to invoke his direct wrath."

She blinked hard. There were so many whys to that explanation that she didn't know where to begin or even how to ask.

From Optimus's point in the infraspace, it was all too easy to read into Phage's emotions and thoughts. She was an open book willing to be read. Where it should have been refreshing it instead made him nervous. In the infraspace, his finger's flexed open and closed, an anxious twitch that belied his desire to march across the divide and bring her ego into the secure order of his to protect her against what was to come. He wasn't even sure if what he wanted was possible.

"Phage," he said softly, "Megatron may abide by his own personal code- but I've seen him bend his codes before. Not break, but bend them. He will not stand idly by while a femme threatened him on the battlefields of Cybertron and beyond- but you've done something unique none of us have had to contend with before. You have single-handedly corrupted the data in what he perceived to be the final stroke of our conflict. You stole complete victory from him when you snatched the Matrix out from under his olfactory. To him, you are the only thing standing in his way of his overarching goals. He will not let this stand. If we do not convince Megatron that I did not have the Matrix at the time you were repairing me then the codes Megatron abides by will fall away. As you saw from my memory," he stressed, "you will be tortured. The Decepticons will discover your duplicity and they will remove me from you. He won't kill you -but he will make you beg for death. We cannot allow the alternative route to come about. _I_ ," Optimus stressed, "will not."

"Lovely." she deadpanned. "Well," she steeled herself, "the sooner we can convince him the better. We're on a time crunch-remember that. Because frankly, I like us better apart than frankenstiened as one."

"Why did you have to put it like that?"

"Was there another way?" she countered.

Her head shook under Prime's directive. "I would have put it more delicately."

"But would it have had the same visual punch?"

"Your humor is appreciated." Optimus cycled air through her olfactory. "But I believe we have digressed. I conclude that Megatron will pay us a lengthy visit in a few cycles. We have til then to come up with an ironclad story to convince him to our point as assuredly as he is formulating his own plans for you now."

"Easier said." Phage grumbled, but paused to inquire abruptly, "Is it true that the handles of the Matrix imprint a dark light residue on the individual who holds it?"

"Yes."

"Damn it. I was hoping that was a lie."

"No, it was not. I can only speculate to the purpose of that function-whether it was to protect against theft or an ancient way to mark Bearers, I'm not certain. It is not a widely known fact."

"Then how did Meg-" she broke off her own question as her central processor caught up with her vocal unit. "Ah. Never mind. Well then, Ratchet and my hands are marked."

"Yes." Optimus admitted after a nanoklik. "From monthly maintenance. If Megatron attempts to use that against you again you must elaborate your duties as Ratchet's assistant, stressing your rare duty to bear the Matrix while I undergo maintenance. Megatron will be forced to concede to the logic of the explanation."

"And the rest?" Phage pressed. "Why you wouldn't have the Matrix in the first place? Why, according to Hound, do I smell of Matrix energy? Wait. Wait! Hold on."

"What is it?"

"I have an idea."

* * *

As Starscream entered a private room in the medical quadrant of the sea base, his optics scanned the vicinity with a quick roll of his optics, taking everything in and letting nothing out. Stretched out along the length of the only medberth was Megatron in a counterpoise, one knee drawn up and an arm causally thrown over it while the rest of his weight came to rest on his right elbow joint. The fusion cannon was disconnected and propped against the examination table. His optics were glued to the monitor that hung suspended from the wall on a delicate extension and despite the rare calm disposition of his features the light from the screen cast the planes of his face in ill favor. Starscream felt the poor lighting really showed Megatron's age.

Thin spindly mechanical arms from the ceiling busied themselves with repairing the damage to his frame. Cracks, scratches and large gaping holes in his exostructure where he had caught Optimus Prime's bardiche were mended and the injury sealed with a mercurial solvent. The liquid poured from a spray gun in a semi-frozen goop, heated to room temperature on impact with his frame and melted to fill the injuries and superficial mesh wounds. The mercurial liquid soaked into his exostrucutre and hardened. In places where the damage was worse, where Optimus Prime's bardiche had sliced clean through to the muscle cables and circuity beneath, the living metal of Megatron's frame reconstructed itself to close the wound.

A random thought crossed Starscream's central processor. He recalled the nature travel channels that Soundwave enjoyed watching and thought that Megatron reminded him just then of those large Earth cats in the African savanna as they stretched out on piles of boulders to sunbath.

Recalling the spymaster, a broad yellow glow from the back of the chamber was the only indication of Soundwave's presence. He was reclined against the corner, arms crossed, his armor blending in with the shadows. If Megatron had not picked up Starscream's energy signature on his long range scanners before his entry, Soundwave would have alerted him well before.

The Decepticon Commander acknowledged his presence with a simple, "Starscream."

Movement from either side of the Aerial Commander caused Starscream to jerk his head around to account for the potential threats. The minicons, Rumble and Frenzy, had the door flanked. The two lounged against the wall, only shifting to get more comfortable. Starscream entertained an idle thought that the two must have been filling the silence prior to his entry with senseless chatter and rushed to look tough before his entry.

"What's up, Screamer?" Rumble said, "Come to see how goes the Boss's progress?"

"He's going to make a full recovery." Frenzy threw in.

He ignored the pour attempt at a jibe and focused on Megatron. "I've done as you've asked. In under a cycle, as I predicted."

"If your looking for congratulations you won't receive it Starscream. Such a simple task is beneath the high caliber of your skills to warrant any praise."

If ever there was a way to backhand a compliment, Megatron must have known ever way imaginable.

Starscream forced air through his olfactory before he approached the Decepticon Commander and idled next to the medberth. He was about to produce the null-restraints from subspace when his optics drifted lazily to the monitor that had Megatron's rapt attention and realized he was devouring the security footage of the femme while she paced the length of her cell. She was hunched forward, cranium downcast and hands clasped behind her back, palms skyward. Between the dirt and grime and dried lifeblood, and her frequent glances toward the door, she seemed a wild caged predator.

Starscream corrected his observation from before, Megatron wasn't one of those large Earth cats sunbathing on a pile of boulders in the African savanna. He was one of those large Earth cats lounging across boulders acutely observing his prey in the distance and judging their weaknesses before stalking out for the kill.

"That must be a riveting show." It was strange but something in her mannerisms tickled at the back of Starscream's processor.

Megatron huffed. "You missed her explosive temper."

Starscream eyed the monitor idly and noticed the two dents in a wall. "Tch. Explosive is it?"

"She'll have to learn to hone it for it to be of any affect."

"What?" squawked Starscream, dropping the thin trial of thought about the femme. His head snapped around so quickly that the mechanisms in his neck whirled and clicked. "You're not thinking of actually _recruiting_ the android, are you?"

"I need all hands and all talent for New Cybertron."

"She _isn't_ Cybertronian. Just some alien's discarded science project."

"What do I care for her origin, Starscream? It doesn't matter that she's not _from_ Cybertron directly. All of the combiner teams were created here on Earth. Does that make them any less Cybertronian? No? Good. Of course it doesn't. You reported to me directly that the aliens -what were their names?"

"The Lazalt." Starscream admitted slowly.

Absently, Megatron nodded. "You reported to me that the Lazalt had used our technology to create her. Tell me, what more should I care for beyond that? I only care about what she can offer which, as it stands, is quite a lot." His black hand waved the air between them. His optics never left the screen. "You said you completed what I asked."

Frowning, Starscream produced the null-restraints requested and handed them off to Megatron's waiting hand. After five million years, he knew when to retreat from a conversation with Megatron and when to press matters. "As you made evidently clear, it wasn't that difficult a task. I just had to retool a translock for our purpose. Haven't had need of these since the days of the phaser programme."

"She's more dangerous than we realize."

Starscream scoffed. His crimson optics glanced to the monitor again. "The ground pounder looks pitiful to me."

"Think Starscream. She's performed four Leaps in the last six cycles. Two were Partial Leaps. Another from a sky dive. Do _you_ recall any of ours that could do that."

"Optimus Prime must have been training her."

"Optimus would never agree to train a phaser, especially if it was his former human pet. He always considered the phaser programme uncybertronian. She's self taught."

"She told you this?"

"It's basic deduction, Starscream. Use your processor." Broodingly, Megatron mused aloud. "We should have pressed harder to recruit her a stellar cycle ago than leave off after Soundwave's failed attempt."

Soundwave's visor brightened dangerously then dimmed to a narrow beam of light.

"Nothing against your abilities, Soundwave. She did try and leave you a drone." Megatron waved him off and the spymaster settled back against the wall. "She's a loyal pet of Prime's that still clinging to false hope. What matters is that we have her here now. Rumble." At his name, the minicon came forward. Megatron handed the null-restraints off to his waiting hands. "Get these on her right away. And put her on limited rations. I don't want her phasing through the walls."

Rumble took the null-restraints and eyed them over critically. "I hate to say this but I agree with Starscream on this one, Boss. She needs to be put down. She's been muttering to herself since you put her in there. I don't know how she's avoided it for so long if she's been jumping behind the Autobots backs, but she's clearly got early stages of phase rot."

"All of the original drafts exhibited early burn through." added Frenzy casually. "Optical illusions, muttering..."

The minicons glanced between each other and said in unison with emphasis, "The Brothers."

Megatron felt Starscream's optics slither through the air and burn into him. "She's already unstable then." The Aerial Commander said, a hot edge like an energy blade to his words. "Terminate her _now_ before she worsens and I'll pick apart her subspace fields for the Matrix later."

"Early stages are reversible, Starscream. You know this."

"If we had the proper medical equipment." The Seeker shot back. "Which we don't. The Ark's medbay is better equipped – and the Autobots have Ratchet."

"I think you've forgotten about our latest medicinal breakthrough, Starscream." Megatron's hand waved absently to his own body, indicating the mercurial liquid that was instantaneously repairing his body. "Early burn through is just a minor detail."

Starscream's optics flared. "We don't _need_ a phaser! The programme was aborted for a reason!"

"Because it was highly inefficient." Megatron clipped. "What was the point of using experimental phase-drive and armor technology that terminated the Decepticons receiving the upgrades if I couldn't use a quarter of them for the assassination missions they were intended for? Answer me that! She-" Megatron waved his hand towards the screen, "isn't degrading."

Rumble, Frenzy, and Soundwave looked between each other. Rumble shook his head. "She's mutt-ering." he sang.

"Has it occurred to your aging processors that perhaps she hasn't exhibited signs of phase rot before this because she _wasn't_ jumping?"

"Starscream," Megatron sighed, "she made a leap from thirteen-thousand feet. Whether she was jumping or not before the battle she should have massive phase rot. Skywarp and Thundercracker have already informed me she was in near mint condition when you came upon her. Explain that."

By his very nature Starscream refused to relent the issue. "We don't have need of phasers when we're about to crush the Autobots!"

"I decide what we have need of and do not."

Starscream's facial features twisted into disgust. "You're just fascinated with the femme."

For the first time during the conversation, Megatron's head snapped around. His optics narrowed in a challenging glint. "Aren't you at all curious how she's managed to avoid phase rot, Starscream."

"No." he said with derision and immediately leapt back to his prior observation. "It's because Optimus favored her, isn't it?" Megatron's optics narrowed dangerously on Starscream, daring the Seeker to continue. At length, Starscream did as he always would- he charged the issue head on, hell or high water. He shook his head and hissed. "It _is_ , isn't it. It always is." Starscream's sneer deepened. "First you murder Optimus Prime's first conjunx endura, what was the reporters name again? Oh, I suppose it doesn't matter really. It has been five million years, but I seem to recall it was because Optimus refused to join you. Then there was Elita-One." Starscream deliberately left off with a heavy air because it needed no additional retelling between any of them. "I wonder which one of their screams that's burned into your processor that you can't hush." Behind the two officers, Rumble and Frenzy glanced between themselves and made signs with their hands of what they thought was in short supply for Starscream very soon. "Once we have the Matrix I say we terminate the phaser. I'll do it myself if you can't. End of story."

Megatron's temperament darkened as Starscream went on til his optics burned with the internal heat of an active volcano. "Firstly, Starscream," he rumbled, " _Ariel_ was at the wrong place at the wrong time. Secondly, what happened to all your pretty talk back on the battlefield."

"I just said all that to get us out of there. We would have been overrun by Superion and the Dinobots. We would have lost the femme and the Matrix if we hadn't."

The Aerial and Decepticon Commander's optics locked in a silent battle of wills.

Soundwave broke their conversation.

"She presents a tantalizing enigma."

Starscream whipped around, lips pulling back into a sneer. "Of course you'd be on his side. You led the phaser programme."

"Enough." commanded Megatron. "Rumble get the null-restraints on her until Starscream can prep her cell with a null current. Think you can manage that? Then report back to me."

"Sure thing, Boss."

"How and when are you going to extract the Matrix from her, Lord Megatron?" mocked Starscream. "Should I prep the pyscho-probe while I'm below."

"Not yet." Megatron said, then added before the minicons dispersed from the room, "Rumble, Frenzy! In one cycle I want her cleaned up and brought before me."

Rumble gave him the okay sign with his hand. "Sure thing, Boss."

Starscream shook his head in disgust. "Optimus Prime is dead. And she," he stressed and inclined his head towards the monitor, "was only ever his pet. What does she even matter?"

The Aerial Commander cut off under Megatron's razor sharp glare. "She matters because she's defied my will. She matters because if left unresolved she could become a martyr for the Autobots to rally around. You _know_ how they like their damn martyrs and rallying battle cries, Starscream. For Crystal City this and the Spires of Iacon that. For the light that was lost and the Flame That Yet Burns." The sneer on his face only deepened as he went on. " _That's_ why she matters. She needs to be broken. And just broken. Bent to my will and our cause. I think of all Cybertronians everywhere, you understand what the repercussions of defying my will means the most."

For once in his life, Starscream had nothing to say.

"Lord Megatron," Soundwave intoned at last, his flanged vocals disrupting the charged flow between Starscream and Megatron. The spymaster was touching the side of his helm. "Laserbeak has returned."

Megatron blinked.

"Already?" Starscream piped.

"I knew without the Matrix proper the Autobots would be quick to mount a counter-strike but even this is extreme." Megatron slowly intoned. "Are they sending the scrapped and crippled at us, Soundwave?"

"They know we'll break the femme before the night is out." remarked Starscream with a clip to his words. "Isn't that right, Megatron?"

His attempted jibe was completely ignored. The Decepticon Commander turned and brought up his vitals on the monitor. "I'll be up in the command center half a cycle, Soundwave." His optics burned between the two. "You both are dismissed."


	4. Clarity

**Authors Note:** With the recent IDW comics take on mnenosurgeons and their abilities, it was a challenge to craft something unique for Soundwave's telepathy. In the old rough draft version I had written for this years ago, Soundwave's telepathy _was_ remote mneonosurgery. I knew I had to do something different for ol' Wavy and ultimately ended up with what I have written here.

Side note: Chapter 3 was origianlly part of chapter 2. It was becoming so long I decided to break it in half. This second half required a lot of reworking to make the conversations between Phage and Optimus feel organic. I hope everyone enjoys.

 **Forewarning:** There is violence and mention of rape at the end of the chapter. The story is labeled as 'M' for mature, but I am giving a heads up in case it is a trigger for anyone. The section is marked off with a bar and transitions from Phage's perspective to Rumble's. You can skip the whole section and go to Chapter 4 without missing anything crucial in the story's plot if this is a problem.

Also, thank you **Pr1me Gurl** and **Skyress98** for favoriting and following the story! And thank you **Guest** for this story's first review! Interest such as you've shown gives me a boost to power through the chapters ahead.

* * *

 **"The first causality, when war comes, is truth."**

 **\- Hiram Johnson**

* * *

 **Optimus Prime was always known for his sterling reputation when it came to truth.**

Transparency was another matter. He could tell you the truth but omit the gritty details. To be a great leader in times of war it was a compromise he had to make of his character. For all intents and purposes he could seem to be leading a frontal charge, while the rest of the army was coming up behind the Decepticon forces. Or it could be that the Decepticons thought that they had the Autobots on their last wheel, only to discover too late that the skies had been rigged with camouflage sky mines. It could be that he was wounded and separated from his forces and winding his way back to Autobot base, when in actuality he was bait for the Decepticons for an ambush. He could tell Megatron to his face that no, he did not have or know where 'this' or 'that' was and omit the fact that he knew where 'this' or 'that' had been a breem ago. It was logical to conclude that 'this' or 'that' should be where it was left, but there were always Autobots who could travel very fast in many different directions. And although Prime always knew where his Autobots were heading, generally speaking, who knew who really had 'this' or 'that.' If Optimus had not learned the skill eons ago he would have fallen to Megatron in combat millenia before.

The ostensible paradox of Prime's character always threw Megatron for a loop. It was true that Optimus Prime never lied. But it was also true that the Prime lacked transparency in certain areas of his actions.

There was truth, and there was its many faceted sides.

The story that he concocted with Phage and looped in constant rehearsal was one of those truths. And Optimus was relieved and only too glad that Phage understood the necessity of the skill. Whether it was a design of her human character or her own persona, there were some Autobots that understood and some who would be applaud if they actually stopped to consider that their Prime was less than crystal clear on his clarity.

Everything was covered that Optimus could consider: the missing Matrix he had countered with a slew of plausible speculations on her behalf-because why would she know where he would store the Matrix if he had decided it was too risky to hold anymore? Everything all the way down to why Matrix energy would be detected on her. Half of the story Phage was able to fill in herself with medical jargon and technical backup she had gleamed from her understudies with Ratchet.

"Thank you for having the hindsight to push me in that direction." she had muttered while Optimus made practice loops around the cell in her body, trying to adjust to the odd downsize in every regard-size, strength, speed, and especially the lack of military upgrades and basic sensory he had relied on for the vast majority of his life. Every step Optimus battled through the burning pain that snaked its way through their circuits like a slow poison, emanating from their sparks crammed in her spark chamber and spreading outwards.

"It was the only function I could conceive that put you as far away from danger as possible."

"And being Wheeljack's assistant in his labs is 'far away from danger?'"

"As far away from Decepticon danger as Cybertronly possible." Optimus auto corrected, much to her amusement.

"This is worse than menstrual pain."

Optimus didn't know how to properly respond to that. " _This_ was common for you?"

"Ugh. Every month old injuries would flare up for _days_. That time when I twisted my right ankle when I landed wrong on that recon mission with Bumblebee and Spike that went horribly south. That injury to my right leg because I was being too competitive in school and I complained to my father for a year about it. And his only response was 'you want to talk pain, I live in pain every day from the shrapnel in my chest,' tch."

"Radar was always difficult but he -"

"Don't." She snipped, cutting him off. "He was a hardass." her optical ridges inclined up her forehead. "I thought you didn't even like him."

"I never said that." Across the Infraspace she scrutinized his avatar but Optimus remained obstinately stoic on the topic further. "Well, there then was that time when I caught the tree branch across the ribs."

"You mean when we first met."

Her words got hung up in her throat. Her thoughts tangled then broke apart. "Yeah." she chortled. "When we met for the first time."

"There was a second time for first meetings?"

Her lips quirked up at one corner. "When I woke up on Ratchet's table."

The soft smile that touched her lips was shared by both of them.

"Phage, if I may be so bold."

"When aren't you."

"I've tried searching your processor for any applications and I've come up with nothing. How do you operate like this? There's no application for assisted targeting, not a way to reroute your nervecircuits, not even an internal clock."

She sighed in exasperation. "And _now_ he gets it."

Optimus was silent a long moment, then finally announced, "When we get back to the _**Ark**_ we'll discuss plausible and safe body augmentations for you."

"Does that mean I can finally get an alt mode?"

"I'm not a medic, but such a modification would require more than just the installation of a T-Cog. Your whole body would have to be laced with the appropriate circuity. I don't know if that's plausible with your transorganic status."

"Maybe I can win Ratchet over with a bottle of his favorite high-grade."

The Cybertronian script and lines of code dulled while his avatar became demurred. "No. Under no circumstance is Ratchet to have high-grade."

"I-what?" Her avatar huffed a laugh. _::Is he an alcoholic or something?::_

 _::Yes.::_

 _::He- Since when?!::_

 _::Since before the war. He was a wild partier in medschool. Over the course of the war, Ratchet took to drinking and other forms to deal with his stress. I started to suspect something was amiss, but Ratchet played me off. He earned a horrific nickname over the course of the war – Ratchet the Hatchet. Word started circulating through the ranks. Enough rumor that I pulled Ratchet aside before the situation imploded into a court marshal. It was a difficult time for everyone. I had to suspend him from his rank until he got flushed.::_

 _She just gaped at him, disbelieving. ::Ratchet? I-:: she paused to reflect and the aurora thought processes danced rapidly and illuminated vague images Optimus did not like. He could Sense her disquiet._

 _::What is it?::_

 _::Err, well, actually that would explain a few things.:: When Optimus just stared her down she rushed to explain, ::Um, if you were mad about my moonlit phasing then this is going to be up there. But uh-there's been a few times I've seen Ratchet take a swing from a canister on duty. I thought it was just energon for on the go and didn't think anything else about it. I mean- it still **could** be **just** energon. And there's been other times I've caught him knocked out on his desk. I thought he'd just clonked out to recharge from exhaustion...::_

 _::The same canister was nearby him when he was knocked out?::_

 _::Yes. I believe so.::_

Optimus Prime's avatar mimicked Phage as his consciousness slipped into control and squeezed her optics shut and pinched the bridge of her nose. _::I know something has been bothering him I just didn't think it was enough to push him down that road again.::_

 _::Maybe he hasn't.::_ she supplied hopefully.

"I'm going to have to have words with him."

"Yeah you are- right now."

Trepidation struck through Optimus and Phage like a bolt of lightning. Phage's optics flew open as she whipped around to the cell door. Rumble and Frenzy stood in the door frame. Chunky cuffs dangled from the red minicons finger as he swung them back and forth. The purple one stood just behind him, arms crossed and looking like a stiff-lipped thug.

 _::Oh my god, how long have they been standing there?!::_

Optimus seized command and fell into his characteristic stance, squashing down the choking shock and fear. _::They couldn't have heard our discussion before or else we would be halfway to the medical center by now. Stay calm, Phage.::_ "It's time then. Where is Soundwave?" It was Phage's voice but collected and measured as Optimus seized the situation.

 _::I thought you wanted me to do the talking.::_

 _Embarrassed, Prime's avatar shifted. ::This is not something I'm use to.::_

"None of your business." The red minicon held up the cuffs and let them dangle on his finger. "Now come here."

Her face was schooled to a neutral mask as she languidly crossed the room, slowed by the pain that they both tried to hide. _::Just remember Phage, the Decepticons have no reason to suspect a resonation. Even less so Megatron. Don't call attention to it by projecting the thought out. Who knows if Soundwave is listening.::_

Phage made a non-committal noise through her olfactory. _::Ha. Understood. But he's not. At least not right now. I think I'd know if the damn fat cat was back.::_

Rumble and Frenzy's faces dissolved into disapproving frowns as they eyed her, perhaps taking her off hand noise as an unappreciative remark to their status as her handlers.

 _::Fat cat?::_

 _::Soundwave. Last time he tromped around upstairs his presence was like a pompous bloated aristocratic cat.::_

Optimus saved that descriptor for later.

"Alright come on. We don't have all night." said the red and black minicon as he held up the cuffs. "Put these on. No funny stuff."

:: _It's night already?::_

 _::Apparently.::_

Wordlessly she complied. It was only once she had put them on the same minicon added, "They're null-restraints. You know what that means? If you try to phase with those beauties on, you'll leave your hands behind."

"Isn't Megatron waiting?" it was Optimus that spoke through her vocal unit, calm and measured and wholly unimpressed by their thuggish manipulations.

 _::There you go again.::_

The minicons were put off.

 _::Sorry. Force of habit.::_

 _She shook her head but there was a grin there._

"This way." the red and black minicon gestured over his shoulder strut in a tiff.

The two smaller Decepticons tailed behind her, directing her through the Decepticon base by way of 'turn here,' 'go left,' 'hang a right,' and 'stop' only when they approached an elevator lift. Phage discovered that the red minicon was a nonstop chatter box that could rival Bluestreak. They weren't a breem down the hallway before the purple minicon popped off with, "Turn left. You know no one here likes you." For her part, she said nothing. Her silence only seemed to irk the minicons.

"What my brother means is that the majority of us wouldn't care if you turned up with a burnt out core. And let's face it, that in itself is pretty fragging impressive. I think that puts you at the top of everybody's list this week- well above Starscream."

 _::Don't let them scare you. No Decepticon here will harm you.::_

 _::Them? Really.::_

 _::Don't underestimate Rumble and Frenzy. Too many Autobots have and paid the price.::_

Phage was far from convinced. They came off as garrulous thugs at best, squabbling children at worst. She became preoccupied with an important thought; _::Which one is which?_ _The purple one is Rumble...::_ Phage quirked an optic. _::Right?::_

Optimus had no answer. She Sensed he was as puzzled on the matter as her. _::When I think I have them figured out I'm told I'm incorrect in my information.::_

"Some of the Decepticons around here are jumpy at the thought of a phaser on board. Some feel that you could get loose and terminate us by phasing our laser cores out."

 _::That's-an idea, actually._ _ **Can**_ _I do that?::_

 _::Phage!::_ rumbled Optimus's voice disbelievingly. _::Under no circumstances are you to_ _ **ever**_ _try that!::_

"Of course we know better." Rumble -or was that Frenzy?-rolled his optics. The other Minicon, whichever one it was of the two continued by saying; "Phasers can't chose to jump other things out with a touch."

The purple minicon shook his head. "Drones. All of them."

Phage had half tuned the minicon brothers out. Her mind was preoccupied with their offhand suggestion.

 _::I really want to try that.::_

 _::Absolutely not.::_

 _::Not phasing a laser core out. I'm talking something else to experiment on first-a stylus?::_

 _::No.::_

 _::A datapad, maybe.::_

Behind her avatar, over the oil black lake that faded into the cavernous scope of her consciousness, multi-hued aurora borealis danced along at a rapid pace. The neon colored ribbons alternated speedily between half imaged concepts that rose up and collapsed back into the bouncing streams of light as if it were the vigorous volume tracking bass on a soundtrack. Her thought processes were reflected on the dark waters.

 _::No!::_

 _::I don't see why I can't make it work with a Partial Jump. Maybe I should ask Perceptor to explain the science behind it...? But field testing is so much more exhilarating-::_

 _::_ _ **NO**_ _.::_ thundered Prime. Did she realize she was openly sharing her thoughts with him? _::You'll end up mashed into another wall if you keep this up! Wait-::_ he had caught something in her last thought, an underlying data. It took him a moment to process. _::Are you_ _ **addicted**_ _to phasing?::_

Her avatar stared at him dumbly, with the similar look on her face that Prowl would give when his processor got too far ahead of himself and he had to reboot his present environment. The aurora ribbon lines visibly crashed and flat-lined. In what was constituted a 'lengthy' pause between minds sharing space, Phage thought-shared, _::I wasn't talking about walls...or the-look, I'm **not** addicted.::_

 _::If I had a shanix for every time I've heard that.::_

 _::I'm not Ratchet!::_ She flustered. _::If you knew what it was like to phase-::_ she false started and tried again. _::It's like that burst of adrenaline before you do something crazy-::_

He was not amused. The twinkling Cybertronian script code burned in bright fiery hues behind him. Phage's avatar flinched across the way and shrunk before him. _::No more moonlight phasing! That's an order!::_

 _::You're no fun.::_

Optimus balked at her gall. _::I think Ratchet needs to run a scan on your processor when we get back to the_ _Ark_ _._ _ **After**_ _I have a talk with_ _ **him**_ _.::_

The red minicon puffed out his chest. "We were running leashes on the phasers with Soundwave! My brother and I know exactly how your kind operate."

 _::I swear, they're doing that on purpose.::_

 _::Doing what?::_ Even Optimus's thoughts were exasperated.

 _::Deliberately avoiding naming the other.::_

 _::Phage-::_ Optimus squeezed his optics shut and pinched the bridge of his olfactory. _::Will you_ _ **focus**_ _.::_

 _::I am.::_

 _::Not on them!::_

She waved at him absently. _::I'm running multiple processes. I'm refreshing our story, trying to figure out which one of these 'Cons is who, keeping tabs on the gray divide here, worried about the pain I'm in right now because it's only gotten worse in the last cycle so I'm stressed the resonation process could be ahead of the time frame I've predicted or on schedule as if I'd really know, trying to hold a conversation with you and pay attention to them, wondering how the Combiners deal with this, back burning my Waiting Room project, worried about-::_

He shook his head. _::Your as bad as Perceptor.::_

The aurora ribbons slammed the breaks to avoid another crash. _::How am I like Perceptor?::_

Optimus just continued to shake his head. _::Your as likely to get sidetracked as Perceptor as Prowl is to get ahead of himself.::_

 _::I don't see it.::_

Optimus's avatar stalled. He couldn't figure out if she was serious or trying to be funny. He couldn't see how she could be humorous at a time like this, but was astonished she couldn't see the former.

"The Boss trusted us like that even then."

 _::That one!::_ Optimus said suddenly. _::That one is Rumble. He always addresses Megatron as such.::_

It was the red Minicon.

 _::Huh.::_ she noted, suddenly disinterested. _::I could have sworn I've heard the purple 'Con say Boss before.::_

 _::Don't twist the metal.::_

"There was only a small test group that was drafted for the initial upgrades." Rumble was saying. "What were their names? There was like ten of them or something."

 _::Wait.::_ Optimus commanded. _::Are they about to willingly divulge information about the phaser programme?::_

"Thirteen I thought."

 _::Seems so.::_ Phage hummed. Her expression belied her sudden boredom. _::But do I care?::_

 _::I do.::_

 _:: **Now** you want to focus on them.::_

 _He shot her a look over the Gray that brooked no amusement on the matter._

"Maybe it was seven?" Rumble blew a raspberry. "Pfft- numbers don't matter. What were their names again?"

Frenzy shrugged. "You think I took the time to remember their names? They were all dead within a quartex."

Rumble vented a long winded sigh and began counting off on his fingers. "Shadowmark and Coldtrace-"

"Of course _them_." Frenzy shuddered and Phage and Optimus did not miss the note of disgust. "The Brothers." Something in the way Frenzy said that made Phage feel like the 'brothers' was a big 'B,' like how Sunstreaker and Sideswipe were 'the Twins.'

"Reverb, Glint and...Wink?"

"Blink."

"You do remember."

Frenzy grunted. "Has to be. No Decepticon ever had a name as dumb as Wink. Maybe an Autobot..."

Neither Optimus nor Phage rose to the bait.

"Wasn't there a Resonance?"

"I think you mean Resound."

"Was that it? Maybe Rebound."

"I dunno."

It wasn't that important to Rumble, who carried on. "I remember another -Snappet? Snuppet?"

"Snippet."

"Snippet. There it is. Smart son-of-pit-spawn. He was the last one drafted to the program."

"He was the one Megatron thought we had to worry about the most."

When Phage glanced backwards at the two, Rumble held his hands up and twiddled his fingers. He whispered loudly, "He was a mnemosuregon before the phase-drive upgrades."

Phage cocked an eyebrow at the Minicon. She couldn't help the question. "What in the world is a mnemosurgeon?"

"Cerebral doctor."

 _"_ Huh." was Phage's non-committal response.

The scintillating Cybertronian script and streams of code behind Optimus were cold light. He elaborated further were the Minicons would not. In one word, Optimus neatly summed up the horror that could be a mnemsurgeon that used their skill for darker intents.

 _::Bombshell.::_

Walking ahead of the Minicons, they did not notice the palor of her transorganic flesh pale to a deathly shade-not all due to the pangs of the resonation.

Bombshell. The creepy crawly transorganic Insecticon that even Megatron and the Decepticons hated. Bombshell whose twisted little cerebro-shells ate their way through the metal helms of Autobots and integrated itself into the processors, damping the autonomous systems of the individual Cybertronian and leaving them open to suggestion-much like the zombie drug Devil's Breath did to humans when ingested. Bombshell- whose cerebro-shells were used on countless humans, including Sparkplug. Her poor uncle who now had a permanent metal plate attached to the back of his skull to cover the entry damage. They were only just lucky that they were able to remove the damn device without it burning out in Sparkplug's brain and killing him, much as it could do to a Cybertronian as well. Much as it _had_ done to a plethora of other humans who weren't so lucky as to have Ratchet as their doctor or Autobots as friends and allies.

"Somebody in upper brass thought a mnemosurgeon _phaser_ was a good idea." Frenzy made an indistinguishable noise that sounded suspiciously like he had tasted bad energon. "I think Megatron smelted them in the Pools when he got the report."

"I thought it was Starscream."

"Pft- he got his comeuppance then." Frenzy shrugged. "If not him, then someone else put in the draft notice."

"Who were the others?" At Frenzy's scowl, Rumble shrugged. "Ri-ght. So there's the Brothers, Shadowmark and Coldtrace, close as can be. Did everything together. I liked those two. My brother and I had drinks with them."

"Before the phase drive upgrade." Frenzy elaborated as if it needed clarification.

"Yeah, before. So, the Brother's get flying colors from the doctors that their systems are most likely to integrate with the new phase drive upgrades. They celebrate, good times all around."

"Pffth. Yeah." Frenzy droned sarcastically. "Good times."

"The Brothers were the first in the program and the first to catch phase rot."

Phage's optics slide back to the Minicons.

 _::You know about any of this, Op?::_ As they had gone on Phage had grown more and more interested in the conversation.

 _::This? No. We never had names for any of the Decepticons in the phaser program. By the time we realized it was even a thing was when I was nearly assassinated by one.::_

 _::Seriously?::_

He nodded. _::After the failed attempt, Megatron shut the program down and deleted all data on the subject. I had chosen Mirage to infiltrate the Decepticon forces to discover what was afoot. When he returned he had only found incomplete deletes and corrupted data. Only that was enough to know that the programme *had* existed.::_

"I don't think she knows about phase rot, Rumble."

"I don't think she does either. She wouldn't be jumping if she did."

"I'm going to go out on a limb here," Phage remarked deadpanned, "and say they died."

"Smart aft." Frenzy snipped.

"So remarks everyone I meet." Phage muttered.

"Well they died," Rumble looped the conversation back around, "only in the worse possible way. Go right, here!" Rumble and Frenzy suddenly flanked her. Rumble shouldered her in the thigh, forcing her to take a right turn. She stumbled ahead of the duo and rubbed her thigh. He was quick to continue his story despite her glare, "So one day, one of the Brothers snapped."

"Shadowmark."

Rumble nodded to concur with his counterpart. "Before the Brothers, there was no medical explanation for phase rot. We didn't know the warning signs."

"Damn it all to Pitt if they aren't flashing neon signs."

"The Brother's didn't show up for training so Soundwave, Frenzy and I had to go track them down. We found them in their hab-suite. Shadowmark had been jumping outside of training. The idiot was addicted to phasing as much as the next mnemosuregon was to jacking in. When we showed up half his armor was dissolved."

"So was half his face. He could have been one of the Ravaged from the Hordes of Mortilus."

 _Across the Gray, Optimus had a hard look in his optic thrown her direction. Phage crossed her arms and snapped defensively, ::I'm_ _ **not**_ _addicted!::_

Rumble grimaced at the memory. "Less biblical, you'd think he was hit by Gideon's Glue. You know what that is, noob?"

"I can imagine." She supplied numbly. And she could. By their short description of Shadowmark's condition she really could.

"Hear that, Rumble? She can imagine."

"Pfth, then picture this: Shadowmark _murdered_ his brother while he recharged. By the time we got there Shadowmark was _drinking_ the sentio metallico from Coldtrace's endoskeleton."

 _Phage gaped. Prime's optics had doubled in size._ She stumbled over a false start. "He-he what?"

Rumble repeated himself slowly for dramatic emphasis. "Drinking the sentio metallico from Coldtrace's endoskeleon." Rumble slipped back into his normal pattern of speech as he went on, "He was raving mad about needing to _feed_. That it would restore him. Of course, everyone knows sentio metallico can restore a mech from fatal wounds-but there wasn't nearly enough of it in Coldtrace's endoskeleton- or anyone for that matter- to fix him! He would have had to bath in the stuff. That's not something that's medically done anyway unless you were an egotistical functionist Council-mech. Otherwise you just pay up for a new body. And that wasn't easy either. Do you realize how many mechs would have to die for Shadowmark to feed off of to restore himself?" Phage's mind spun. It was a rhetoric question. She could quantify that no matter the amount of life it was not worth it. She could not fathom how the Decepticon had murdered his brother to drink the marrow from his bones.

 _::What. The. Fuck.::_

 _Optimus was shaking his head. ::They're trying to intimidate you before you even reach Megatron.::_

Phage stared wide-eyed across the Gray at him. _::I know.::_ Her thoughts had gone numb. It was working in ways that it hadn't when Ratchet had just said 'it was dangerous' and Prime had waged a finger at her and said, 'don't use your power under any circumstance.' She was trapped in a paradox – how had she not already degraded?

"We tried to talk him down. Really! But his processor was as degraded as the rest of him. When Shadowmark lunged for us Soundwave terminated him."

Frenzy snapped his fingers. "Clean through the processor."

"The rest of the phasers went much of the same way."

Phage's mouth went dry. She felt sicker than she had a breem ago. She Sensed that even Prime was disturbed by the information. Cannibalism-no matter the species-was cannibalism.

Rumble started counting the phasers off on his fingers again. "Blink failed a leap and never re-materialized. Reverb, Rebound-Resound?-whatever, and Glint started complaining about seeing balls of light and energon running through the walls. The medical officers called that sign of phase rot 'burn through' because of CPU damage. They all terminated on successful assassination missions-except Glint. He was suppose to assassinate Optimus Prime. _That_ didn't happen."

 _::You were suppose to be assassinated by a mech named 'Glint.'::_

 _::That was his name.:: Prime's thought was disjointed, and another brief snippet of a memory passed from the city. A time back on Cybertron, panic in the Autobot headquarters, Autobots rushing about and screaming about a green shimmer on base. Later, in Ratchet's medbay, Optimus stood nearby as the horrifically degraded corpse raved and howled like a wild animal. The Decepticon's spark gave out in a burst of light and radiation. Ratchet quickly discovered that the phase rot had destablised the chamber. There was nothing Ratchet could have done to save him or the thirteen other unlucky Autobots that had crossed his path before security brought him down._

Phage's words were hollow as she inquired, "What about Snippet?"

"Who-oh. The mnemosurgeon wanna-be phaser? Pffh! Even the ol' doctor contracted early onset phase rot. He thought he was being smart not to _say_ he had burn through, but Soundwave knew better. He had jumpy optics. Started muttering all the time about shadows moving out of place. You know, just how you've been muttering."

 _Unease settled between them. ::Have we been muttering in front of them?::_

 _::No.:: Optimus reaffirmed. ::Except for when they walked in.:: she Sensed him churning events over before adding, ::There must have been security footage in the cell.::_

 _The avatar of Phage's optics enlarged. ::Oh god. Do you think it had audio?::_

 _::No. It couldn't. We wouldn't be going to Megatron right now if it did. They'd be extracting my spark from you.::_

 _Even her avatar worried her bottom lip. ::You know,:: she said critically, ::if they think I have early stages of burn through we could use that to our advantage. Maybe they have noticed our resonation and are writing it off as phase rot.::_

 _Optimus's avatar shifted marginally, straightening further than before. ::That's the kind of stroke of luck we need right now. If only events continue like that we should have a chance.::_

While Phage and Optimus shared their conversation in rapid pace, Rumble was saying, "Eventually, Snippet snapped under the strain and attacked Starscream. I think the ol' Aerial Commander had come down to inspect the progress of the programme or something."

Frenzy put his hand to the side of his mouth and whispered loudly, "It freaked ol' Screamer so bad that he developed the nullification ray to deal with the phasers."

The information hit Phage and Optimus both equally hard. There was irony in there somewhere, Phage just didn't want to spend the energy to examine it. While they were digesting the onslaught of information meant to scare Phage, Rumble made an undistigusable noise. "Who _wouldn't_ be freaked out when you have a mnemosurgeon phaser after you."

"Again, pretty sure Megatron slagged the mech that drafted Snippet to the programme."

"I presume Starscream terminated him." It was Optimus speaking through Phage, who was to preoccupied to formulate words herself as she ran through and processed their stories versus her own experience.

"No." Rumble tapped his cranium. "Soundwave made him heel. Then I hit the control for his 'leash'. Snippet was out in the medbay for awhile before they reversed the phase rot. Not that it mattered in the end. I think he went out the same way as Blink."

Frenzy illustrated with his hands, extending all his fingers outwards suddenly. "Poof!"

A morbid curiosity seized Prime. "Who was Snippet's target?"

Rumble's grin was apparent in his tone. "Optimus Prime, after Glint fragged up."

An cold electric chill zipped down Phage's spine and pooled in her fuel tanks. Lightheadedness swooped in.

 _::You are one lucky son-of-a-bitch.::_

Optimus jerked out of his reprieve at her disjointed thought. He didn't know how to properly respond to that.

"How many Leaps does a phaser make before phase rot sets in?" Optimus had the wisdom to ask while they were engaged on the subject.

"It starts from the first jump and gets worse over time. On average I'd say fifty to seventy leaps before its terminal but when we identified phase rot we were able to start treating it at the outset. So, more in theory." She could feel their optics borrowing into her back. "Given your already showing early stages, I'd say you've made at least twenty prior leaps since you found out you could. The damage should still be reversible. And lucky for you we have the means. If you end up living through your meeting with the Boss femmie, you'll get stuck rolling with Soundwave and the likes of us. You might want to consider how to cozy up to ol' Wavy soon. He's still sore about the cliff escapade."

A slow grin swept across Rumble's face that split it from audio to audio as he watched her expression grow long.

"I wouldn't fit." the words slipped from her throat in a thin whisper.

Rumble laughed.

"I don't know." Frenzy supplied. "You do shrink down to human size using what-subspace displacement? Has to be. Megatron _could_ have you modified into a new cassette for Soundwave. I think he'd be pleased with that." The glow from Frenzy's visor was cold light. His lips twisted into a malicious grin. "Very pleased actually. He'd keep you on a tight leash."

Rumble snickered. "Maybe we should call _her_ Cliffjumper."

Phage didn't say a word but Optimus Sensed the cold dread pooling in her abdomen. : _:Don't let them get to you.::_

The thought of encouragement ran away from him as he was suddenly slammed with one of Phage's own memories.

 _\\\\\_

 _Something was seriously wrong and she couldn't put her finger on it._

 _Try as she might, she struggled to comprehend why Megatron would go to such lengths to orchestrate an infiltration mission of the **Ark** just to kidnap her for- a talk. She had expected to be used as a hostage for some loftier aim. Not what actually occurred. Not a sit down to discuss how the Autobots were deceiving her. As if. About recruitment of all things. Pah! And she certainly had not expected him to simply let her walk away when it was over._

 _She'd nearly fled when all was said and done._

 _Sweat beaded down her face. The sun was up and unforgiving. Absently she scrubbed at her cheek, wiping away the thin trail of perspiration._

 _One foot after the other. Slowly but surely, she had to remind herself, she would make her way across the dune lands on the drier eastern side of Mt. St. Hilary. She would be found by the Autobots, she assured herself, or she would arrive at the **Ark** herself on foot._

 _Heavens, the **Ark** never seemed so far away. Except, she supposed, the night she fled the Blackrock estate in Portland when her relationship with Garrison imploded violently._

 _Her hand went to her throat-_

 _::Where had the Autobots been? Where was Optimus?::_

 _-and fell away._

 _They had no idea how terrible things had gotten. She hadn't talked to Optimus, or anyone really, in months. She had allowed a bad relationship to consume her life._

 _It was strange to think it had been only a year ago when the episode felt a lifetime ago. She blinked and glanced at her metallic hands._ _ **Was**_ _a lifetime ago._

 _She pushed the memory aside. That was neither here nor there. Why had she even thought about-? She discarded that thought too._

 _Her mind churned the scenario over with the Decepticons again and again in her head. Why? What was the point?_

 _'Time you were given a choice.' Megatron had said. Ha!_

 _The longer she walked, the longer she had to mull over everything that was said, Megatron's words became weight. A weight that hung heavy in her mind and spread like poison._

 _::You are the prisoner to the Autobots.::_

 _No. She adamantly reaffirmed. No she wasn't. That was ridiculous._

 _She couldn't get the image of Megatron out of her head. When she had been so unceremoniously dropped to the meeting point by Starscream and the Seekers she had looked up to find Megatron had claimed a boulder on which to sit his warlord ass. The fusion cannon had been set aside. That alone had been so shocking. Without it he seemed so -nude._

 _::Innocent.::_

 _No. Not innocent._

 _When he implored her to listen his voice was sincere. Desperate she would see reason._

 _::He was telling the truth.::_

 _No. No-_

 _Megatron had a silver tongue. Literally and metaphorically. He was a murderous-_

 _::He was a wise mech.::_

 _Abruptly, she halted and stared long and hard into distant unseen horizons, ignorant of the natural river run off from Mt. St. Hilary that she had been following for about a quarter of a mile. Those weren't her thoughts._

 _Something_ _ **flirted**_ _in the back recesses of her mind._

 _She forgot how to breath. Her optics doubled in size._

 _Something was seriously wrong._

 _She jerked her head back the way she had come. The plateau she had to slip and slide down was visible in the distance and she thought, if she stared hard enough, she could just make out the dark shapes of the Decepticons watching her from atop._

 _Fear pounded through her veins. She turned and bolted upstream. The river would eventually wind her back to the **Ark**. She had to reach the **Ark**!_

 _A sudden violent stab pierced her brain and exploded outwards in the worse headache she ever had the misfortune to know. It was a pulsing, pounding living hell. She screamed. Her palms pushed hard against her temples. Her legs bucked, suddenly unresponsive to her command. She kissed the earth and tasted dirt._

 _::You will stay and you will obey.::_

 _The headache lessened incrementally. Panicked, she scrambled to stand and run. The precise sword thrust came again. The headache flared to a living hell. Her legs gave out a second time. She wailed in agony._

 _In the mindscape of her consciousness there stepped an intruder from the outer recesses into the sanctity of her conscious. It looked like Soundwave, but the swagger of his gait belonged to a pompous fat cat._

 _::You should have done this the easy way and joined, Phage.:: When he made his first step onto the delicate dark skin of the undersea energon blue ripples pulsed with every footfall. His trajectory had him on a collision course with her. ::Now we do this my way.::_

 _She had always entertained the idea of how wonderful it would be to share her mindscape with someone else who could appreciate the depth and beauty of it all. Never had she imagined it could happen. Or that it would happen like this._

 _"Get out of my head!"_

 _In her mindspace, Soundwave was nearly upon her before she had the startling realization of self preservation to run from him. He chased her with a brisk measured pace, unperturbed by her efforts._

 _She had to escape! How did she escape him in her own head?_

 _::You don't. No one ever does.::_

 _Soundwave's hand rose up and flicked his wrist. The motion reminded her of a cat staring down their owner as it callously knocked over an item. With the motion pain lanced through her cranium like lightning and held until his hand dropped._

 _Her right hand sought purchase in the earth and dug in. She bit back on the scream. Soft pained moans passed her lips._

 _::Every thought you have passes through me first, Phage. Megatron wants you for your outlier power. And any phasers fall under my jurisdiction. You step out of line I put you back. So let's try this again. Megatron is a wise mech.::_

 _"Get. Out."_

 _For the defiance, Soundwave scrambled her electrical currents in her brain module again. Her hands spasmed and clenched into fists. Knowing what was coming she swallowed the scream and breathed through the pain. When Soundwave dropped his hand, the pain subsided once again._

 _::We will do this again and again until you obey.::_

 _"Go fuck yourself."_

 _And again, there came the electrical scramble._

 _It came so suddenly that she wasn't able to choke the scream out. Her short lived scream burned her audio receptors to hear._

 _::The pain will only end once you submit to Megatron's will. And his will is that you obey. His will is for you to infiltrate the **Ark** and shut off the security grid.::_

 _She was sucking in ragged shaky breaths between her denta, a twisted grin working its way onto her face. "Fuck you. I just have to out wait you until the Autobots find me. Do you think they're not out looking for me right now? That they won't hear me?"_

 _He flicked his wrist again. Again, the pulsing headache jumped alive and pushed on every inch on the inside of her cranium. She let the scream come. Loud and piercing. Someone had to hear her. Someone-_

 _Soundwave caught up with her and seized her wrist and squeezed mercilessly. He choked the electrical current that ran to her vocalizer. He cut off her screams. She Sensed he was able to do it because he had her._

 _An overwhelming fear threatened to drown her. She struggled to stay calm as she laid there in the dirt beside the roaring river unable to vocalize. Unable to move. A forgotten and broken toy, trapped in her own head as Soundwave affronted her core consciousness._

 _::Let me be clear. There are no Autobots within miles of you. No one is coming.::_

 _Suddenly, she understood something in the shared thought from Soundwave. There was underlying information to the thought- an understanding that his telepathy had a limited reach and in that radius he knew there were no Autobots whose electrical thought patterns he could detect. Not yet at least._

 _And she understood something else when he seized her- that it wasn't an avatar of Soundwave. It_ _ **was**_ _Soundwave. Just as assuredly as he had her._

 _::By the time I'm done with you, you will be singing Decepticon war songs. Now,:: Soundwave's core consciousness loomed over her in her mindspace, ::who is your lord?::_

 _She steeled herself and broke his hold, an easier thing to do than she realized. Soundwave too, seemed surprised. And she understood it was because very few ever fought back. Very few understood how. Fewer still ever knew that they could. She seized the moment and fled from the undersea and down a cold, rock hewn tunnel. She descended into herself._

 _::How fascinating. Compartmentalization? I don't often encounter types like you. Do you really think you can hide from me?::_

 _The pompous cat followed after her and quickly became lost in the caverns of her mind. She Sensed he had moved out of his element. That mind-digging wasn't his field. She Sensed his ego led him deeper to find her, to not be outdone by the likes of her. Soundwave traveled down a long winding tunnel and found at its end an old disused wooden cell door long since unlocked._

 _Hesitation held him outside the door for only a moment. The old iron lock was cold and the door creaked heavily on disused hinges. Inside yielded nothing but shadows darker than the ones behind him._

 _She Sensed he became perturbed._

 _Nearby her body lying in the dirt, the river churned and roared angrily, flowing constantly to meet its end over the cliff._

 _::Where are you? Phage?::_

 _Soundwave had fairly fled the tunnel only to become lost down another. He came upon a long shaft. He was disturbed when he glanced upwards by the countless hands and half formed arms growing from every space in the skyward tunnel, all palms face up. At the extreme end of the shaft, she Sensed that he thought he spied light as far away as the stars. Distant, remote and cold._

 _She Sensed his disquiet._

 _Rather than press forward down the only other tunnel in the shaft, Soundwave backpedaled._

 _::Phage.::_

 _The thought wavered. He was trying to coax a thought from her. He was trying to find her._

 _Abruptly, Phage sprang to her feet and leapt into the river._

 _There had been no surface thoughts. No preemptive motivation. Just impulse. An action as instinctive as breathing._

 _Soundwave panicked. His ancient consciousness raced to escape the winding tunnels of her consciousness, realizing now, too late, her deceit._

 _::You'll kill us both!::_

 _Laughter sung throughout her mind and was accompanied by a singular thought: "As you so eloquently explained, it's me or my 'bots."_

 _The river carried her swiftly downstream and straight over the edge of the cliff. In the fragile moment of weightlessness as she crested the cliff, her stomach rose to the back of her throat. And then she was plummeting._

 _Soundwave tore himself free of her head and fled in a panicked rush._

 _Grinning wildly, Phage entered a leap and phased before she would have struck the water below._

 _\\\\\_

 _::Optimus, I – you weren't...you saw that.:: her thought carried a note of finality. Across the Infraspace, her avatar was carding her hands through her synthetic hair._

 _::It's alright, Phage.::_

 _::That- wasn't the response I was expecting.::_

 _::You were expecting judgment, criticism even. Who would I be to judge the scars on your conscious? My own are numerous.:: his shared thoughts were somber and she Sensed he felt responsible for the scarring, that he should have foreseen that Megatron would discover her outlier power and stage an operation to press gang her into the Decepticons. More than that, she Sensed he hadn't forgiven himself for not realizing it would have happened, even though apologies had long come and gone. ::As you said before, the resonation process will inevitably lead to a mind meld as our sparks attune to one another and lead to other unenviable physical alterations.::_

 _::I didn't say it so much in those words.::_ _She took a brave step towards him. The Gray reeled back like a fog where she walked and the black waters of her consciousness rushed forward to trail in her wake. ::Although you did put it more delicately than me.::_

 _Optimus Prime stood firm on his half of the golden metal plains, watching her bridge the gap. Something in his stance and the glow of his optics signaled his uncertainty._

 _::I'm familiar with the process via the combiner programme.::_

 _::Of course.:: She nodded absently before adding gently, ::Optimus what happened wasn't your fault.::_ _She reached for him as she drew near, a teal and white hand against white space._

 _::Of course it was.:: His optics reflected his age even as they slipped from hers to her outstretched hand. ::The Seekers slipped into the **Ark** undetected and kidnapped you out from under me.::_

 _::The Decepticons lured you all away with a decoy raid!:: she countered fiercely, ::Of course they were able to slip in unnoticed.:: When she Sensed he wasn't convinced she reaffirmed, ::It wasn't your fault Optimus. You can't predict the future.::_

 _::But I know the inner workings of Megatron's processor. It was an inevitably he would come for you. If I had-::_

 _::Done what?:: She retorted than flippantly shrugged her shoulders. ::Misfortune finds everyone. Just, please forgive yourself and r_ _eassure me about the here and now that this will work. I- you said Megatron wouldn't kill me. That he'd rip me apart for the Matrix. And then what, Optimus? Put me back together and throw me to Soundwave like a bone to a dog?::_

 _Coming to some foreign conclusion on his own, Optimus breached the Gray. Phage stared after him as his long powerful legs ate up the distance in a few strides and met her in the middle. The gray mists chipped like old paint and burned in a chemical fire where he strode. His path was marked by a bridge of scintillating Cybertronian script and numerical code that formed underfoot and connected him back to his half of the hemisphere just the same as hers did._

 _::It won't come to that.:: The back of his hand reached for her face as her hand rose to meet his. ::I won't let it come to that. You can't either. More than just our lives are at stake.:: His hand turned down, missing her cheek and settled on her shoulder strut and squeezed reassuringly. Her fingers touched the underside of his forearm and settled there. The gesture was as calming as it was familiar. ::If we fail to convince Megatron the consequences will effect all of Earth. You have to get us out of here. I have to get back to my own body. Stay focused. Ignore Rumble and Frenzy and just remember what we discussed_ _::_

 _A sudden rift split his veneer. A vulnerability swept over him. Optimus shifted his weight and before he could give himself a nanoklik to reconsider he rose his hand off her shoulder and cupped her face. Retroactively aligning with his shift, her slender fingers ghosted up his arm and gently pressed his hand to her cheek. ::I didn't want any of this on you, Alo Ata.::_

 _Phage stalled, her face cracked. She felt like she'd just been sucker punched. The blow came harder than when Sparkplug called her Alice._

 _He jerked his hand off her face. A rare bout of confusion cut his optics. ::What is it? Phage?What did I say?::_

"Stop!'

Jarred by the command, Phage jerked to a halt at an nondescript door. When the hydraulic door slid aside soundlessly one of the two Minicons checked her into the washracks. She stumbled into the room but caught herself midstep. Looking back, Rumble gestured aimlessly around the washracks.

"Boss said you get three-thousand astroseconds. No more."

"Pretty gracious of Megatron really."

One of Phage's optical ridges rose incrementally up her forward. "Why?"

Rumble eyed her up and down. "He doesn't conduct business with scrapheaps. Now make it snappy!" Rumble continued when she just stood there staring at them stupidly. "Times ticking."

"With you two-" Phage trailed off, the two Minicons just stood flank on the other side of the door staring back at her, the light of their visors unchanging. She had her own private wash room in her lascivious hab-suite. It had been meant as a high ranking officers quarters, but as she was the only femme on base Prime had assigned it to her. Nobody had disputed Prime, as far as she knew. She had never stepped foot into even the _**Ark's**_ public washracks.

"Us two what?"

 _::Just hurry.::_

She backpedaled, turned and headed for the long mirror wall ahead. For near a minute Phage was numb to her disheveled appearance.

 _::Phage.::_ She blinked hard. There was an abashed undercurrent to Prime's thought. The femme jerked and numbly began undoing her braid that had degraded to little more than a gathered collection of flyaway's held loosely together. She couldn't recall getting the shower on. Only that she had as she stood in the downpour, watching the grime and energon race from her exostructure and swirl into the drain. Her silver synthetic hair became a curtain around her face as it weighted with the water. Her hands came up underneath and scrubbed at her face before pressing hard at her temples.

"Conduct business." she echoed, a hard edge to her tone. " _That's_ what he wants to call it."

Optimus Prime's consciousness sat smoldering on his half of her cranium. Smoke trailed from the smokestacks of his avatar while the Cybertronian code script burned fiery orange. A spike of unfamiliar inadequacy from Optimus Prime burned in her breast hot as white iron. Phage identified the emotion spot on: an incapability to protect her.

 _::Your not in your body.::_ She tried to soothe his bruised ego.

 _::If I was...::_

 _::You're not.::_

"So, how'd you pick your name?"

"What?" Wrestled out of her conversation with Prime, Phage jerked up, her hands throwing her wet synthetic hair aside. She stared hard at the Minicons in the reflection on the wall.

"We're going to be partners real soon, femmie. Well, so long as the rot doesn't do you in. So I thought I'd start with the basics. How'd you pick your name- Phage." Rumble said. He was leaning against the door frame while Frenzy stood half-in half-out, arms crossed. The purple minicon kept glancing between her and the hallway they had come from. "In mechanical terms it means a trojan horse. Which, lets face it, suits perfectly to your phaser ability. But I thought you didn't find out about that until long after you activated. So how'd you pick it?"

 _::Do I answer that?:: the question, seemingly so innocent, bewildered her._

 _Slowly, Prime offered; ::I see no harm.::_

"I love books." Phage said gradually, monotoned, expecting cruel laughter and surprised when she got none. "I thought I was being clever by adding an 'h' in 'page.' Turns out, like you so clearly pointed out, that 'phage' actually meant something. I decided to keep the name even after learning its meaning."

"Why?" asked Rumble.

She really wanted to run with her first impression that they were more like rude, squabbling children.

 _::They are not.::_ Optimus quickly shot her down. She felt flustered. Was she openly thought-sharing with him again?

" _Why_ does it matter." she snapped back, flustered with her reoccurring issue with Optimus.

"It doesn't." Rumble shrugged nonchalantly. "Just thought to ask. It's a little odd is all."

Her frustration grew and she became defensive. "It is not odd."

Rumble shrugged again, crossed his arms and his legs and looked aside. "Just strange to me to pick a name that means an infiltration virus hiding a payload while the organic definition means to devour. You could have had any name and you chose to stick with that." his fingers drummed absently on his arm. "I don't know if any of those Auto-drones told you, but on Cybertron you choose the name that suits you whether that's your function or your outlier ability or something about your alternate mode that just sticks out. So you're going to stand there and tell me that after learning what the name meant, you chose to keep it because you felt it suited you."

Maybe it was because she had pinned the minicon brothers as streetwise children of low intellect, but Phage suddenly felt vulnerable and exposed standing under the running water with her armor intact.

She glanced away from their reflections in the mirror and caught her own and wondered, not for the last, if it really was her own. Was the intent of her creation something dark masquerading in the borrowed features of Optimus Prime's favorite human Alicean Witwicky, and if so to what end? What had been the point? What _was_ the point? Her pale face exposed her inner turmoil as her thoughts ate her alive.

Slowly, her optics dropped to her hands and turned them over slowly. "Yes."

 _Optimus reached for her but she was already backpedaling, retreating back across the bridge she had cut through the divide. It did not fade in her wake. Optimus trailed after her. ::That's why you reacted like you did when I called you Alo Ata! You're suffering an identity crisis? Why didn't you come to me before?::_

 _::I don't go to you for all my little problems.::_

 _She Sensed her response flustered Optimus Prime on a level few could. ::You are her. Phage,:: Optimus emphatically stressed as he followed her, ::You. Are. Her.::_

 _She shook her head slowly, disbelieving. ::Am I? Or do you want me to be.::_

"Well, at least you avoided the 'ah' trap." Rumble cackled. "Half of femmes I knew usually didn't."

Between the the questions and crude scare tactics and her struggle with Prime, everything set her short fuse to burn. "You knew femmes." she struck back.

Immediately the minicons became expressionless.

"Yes." Rumble snipped.

"Was that really the best name you could come up with?" jeered Frenzy.

"I had one other that I kept coming back to."

"Yeah? And what was it?"

Phage became hesitate to say.

"Come on-"

Dredging the name pass her pale lips took effort. "Pandora..." The dark blue of her optics burned into her from the mirror. "But I felt it wasn't mine to take."

Rumble titled his head. "Why's that?"

Phage licked her denta. Her optical ridges met together. "It didn't fit the face."

 _Optimus's avatar had become critical of her. There was that look in his optics like he was trying to solve a puzzle box. ::There was more.:: his head inclined the way it did when he picked up a transmission. ::There was another name and a second half to Pandora.::_

 _Phage's avatar looked away. ::It doesn't matter. I didn't pick the others.::_

"See-," Rumble stressed, "there it is. The 'ah' trap. Good that you didn't pick it. Good for you."

 _::We need to talk.::_

She tried to busy herself by braiding her synthetic hair. She didn't care that it was waterlogged.

 _::There's nothing to talk about.::_

 _::I'm not forcing you to be anything other than who you are.::_

 _::And who am I?:: she implored emphatically, gesturing rapidly. ::I've been asking myself that question for months. I don't know if what's all up here is a copy of Alicean's memories or if I am the sum of all that she was- a reconstitution of her flesh and bones in new form. I keep thinking about the Autobot Spike incident and wondering if there's a body left behind somewhere. And if so what that means for my human condition or, as it stands, my Cybertronian condition? Do I have a soul or a spark? Is there a difference or is it all semantics? Is the soul the point or is it the accumulation of life's experiences? All of which is moot to my conflict of why and for what purpose was I made? And therein lies the true deciding mark for why I settled on Phage.::_

 _::All of your questions are valid concerns, some of which I myself struggled with in my earlier years.::_

 _Her optics had become downcast as she carried on. When she looked up she found Optimus had closed the little distance between them. Out of millenia habit his hand went to her shoulder strut, hesitated then strayed and gently cupped her face. Phage leaned into the reassuring touch. Her thought was delicate. ::Really?::_

 _::Yes. I know I've told you the story before, just not the grittier details. Few, I fear would believe my narrative. Most would prefer to believe the falsehood that when I became Optimus Prime I became the divine infallible extension of Primus himself. The truth is the Matrix houses the Wisdom of the past Primes.:: the way he phrased the thought was as if it should have been common knowledge. ::When I accepted the Matrix I had to contend with all of the past Prime's previous experiences. It was a...jarring time for me. The war was freshly begun, the old functionist government cast down. Cybertronians were scattered and directionless and flocking to Megatron's cause in droves. When I was Chosen I was untested and uncertain as a leader, but I had had many functions by that time: dock worker, archivist and enforcer, and finally warrior. In time my experiences enabled me to connect with my fellow Cybertronians on a level where I could relate to their predicaments and ultimately lead them in battle, gardening a level of trust amongst the troops that Megatron could not. I learned to rely on the Wisdom of the Primes as a guidance in my choices, to use their past victories and failures to gain an unparalleled insight into my own decisions. But that,:: he stressed, ::took time.::_

 _::Some would tell the story that when I became Optimus Prime I was no longer Orion Pax, but that simply isn't true. I was still that same dock worker turned warrior with all of his hopes for a better Cybertron devoid of the corruption that had consumed the end of the Golden Age.:: Optimus had taken to gently stroking her cheek with his thumb over the course of the narrative and was relieved by her content expression. ::And all of his fears and concerns, grief and desires.:: His second hand rose up and joined the first to frame her face. Her optics became half-hooded as she listened, her slim fingers of her left hand entwining with his first hand._

 _::In relation to the concerns troubling you, I can attest that there is no body left behind, as you put it. Phage,:: he rested his forehead against hers and closed his optics. She mimicked his act of devotion, her face gentling as a deep weight lifted from her conscious. ::You are her. You are Alicean Witwicky and you are Phage. There does not need to be a division. You are one and the same.::_

 _In the wake of his speech, a calm silence settled between their separate halves. It was broken only when Phage hummed softly and muttered airily, ::I've missed your narratives.::_

 _When she opened her optics she found he had already. The soft glow of his liberty blue optics were only for her. ::That can be rectified when I return to my body.::_

 _::And this?:: came her loaded thought-question, indicting their intimate proximity with her optics._

 _The battle mask clicked and whirled apart, extracting into his helm. Forehead still pressed to hers, he bumped and rubbed olfactories with her in an affectionate Eskimo kiss. Their lips brushed as he spoke. The critical mental synapses bridged between them were electric. ::The lack of **this** can be rectified too.::_

 _::Bold, Optimus. Bold.:: She Sensed a flare of pride in his ego. ::How did a pep talk,:: she teased gently, smiling, ::turn into this? You were never so informal.::_

 _::How do I edit the underlying data to my own thoughts?:: he moved to close the infinitesimal space left between their lips and suddenly Phage jerked away, leaving the lost kiss on their lips cold. Bewildered, Optimus stared down at her as her face dissolved into shock and mute horror. He Sensed her tense._

 _::Why couldn't you have told me this sooner?::_

 _Optimus blinked hard. ::You are referring to before the battle. I thought it would be inconsiderate to approach you while you were transitioning to your new life.::_

 _Phage shook her head. ::You noble, romantic fool.:: She disentangled herself from his arms and backed away._

 _::What?:: They stared hard at each other, uncomprehending. Realization was slow dawning on Optimus's behalf as he decoded her shared-thoughts. ::Your- **seeing** someone.:: He wanted to demand who. **Who** , among his Autobots, had the **audacity** \- ::Since when?:: he demanded and forgot all of his emotions would be sent along the thought._

 _He Sensed her become defensive and realized he'd made a mistake. ::Since **after** the incident in Wheeljack's labs.::_

 _His optics became narrowed as he slashed names off a shortening list._

 _::Stop it!:: she hissed, shoving his arm. ::Every **time**. You've no right to be jealous when you've never taken action.::_

 _::Jealous?!:: Optimus straightened to his full height, the battle mask locking back into its rightful place. He stumbled over false starts. ::I **have**. Did. You just- I thought- Wait.::_

Under Optimus's directive her body jerked alert. At some point her forehead had pressed against the mirror wall and her optics had closed. They opened and flared, finding they were fixed to the floor. He pushed off the mirror and started to look up. "Rumble and Frenzy haven't said anything for fifty-six nanokliks. Something's-"

Something slammed her hard between her shoulder blades.

Phage pistoned forward and collided violently into the mirror. Her head cracked first and the mirror spider-webbed on impact. Stars exploded across her vision and her world tilted crazily. In the reflections cast she saw a set of large fingers dawn around her head like black rays before she felt them latch on and dig into her cranium. It was all a nanokliks intake before she was smashed a second time into the mirror wall. The glass shattered. She lost equilibrium and stumbled. The hand left off her cranium and grabbed her braid and yanked. She whip lashed back and would have collapsed if a second hand didn't seize her arm in a crushing grip. She saw flashes of color, bodies, arms and legs as she was guided in a wide arc and then slammed into an opposing metal wall. She would have bounced off of it if her attacker had not jabbed his elbow into her back and pinned her against it.

Phage's first instinct was to enter a jump. Her body flickered to make the transition, not unlike a real life visual glitch, and she was cruelly reminded of the existence of the null-restraints. The pain that lanced up from her wrists to her CPU was an incalculable level as every atom vibrated to make the jump and abruptly seized- just as had happened on the battlefield before she passed out. Her vision spiraled and nearly collapsed into complete darkness if not for the combined force of will of both her and Prime to hold fast by tender threads. Distantly she registered she was screaming. The horrific experience left her feeling like Windcharger's used and abused tires- burnt, worn down and feeling like the she'd fall apart at the seams.

If she hadn't of been pinned she would have collapsed to the floor and just lied there. She didn't trust her legs to support her own weight.

Dark hollow laughter echoed around the wash racks as her body spasm. Her legs were spread and her attack jammed his knee into her crotch.

"Get it going."

A dial somewhere was turned, the subtle clicking echoed across the expanse of the wash racks, increasing in frequency until it hit its max.

"Motormaster!" Rumble's voice filtered through her disorientation distorted and from somewhere far away. "Stand down!"

The Stunticon leader did not acknowledge the minicon outside of a scoff. "Your the little glitch to blame for the battle today." his voice sounded as if it came from the depths of a deep bellows and rumbled in her right audio. Her transoranic skin crawled when she felt him rest his chin in the crook of her neck. "I've also heard around the cooler that you were the Prime's pet when you were human. Must have continued after your ascension." His knee rubbed between her legs. Between the shock and pain and Phage's revulsion and horror, Prime flared in a protective rage that petered into a frustrated inadequacy at his inability to do anything. The roiling broth of emotions swirled and collapsed in rage. "You look like you're protoform. Were you just his pleasure bot or all of the Autobots? We could continue your function here."

She bite back derisively, "I am _nobody's_ pleasure bot."

"Motormaster!" Rumble tried again but his protests became background noise between Motormaster's voice and her disorientation.

"I disagree." His elbow ground into the middle of her back. "In fact I think you would find me a great replacement for your deceased Prime. I transform into a semi truck too."

"Go to hell." she spat through clenched teeth.

She shifted her weight to lash him with her elbow but Motormaster slammed her head into the wall again. She went slack, barely grasping the tendril threads of consciousness.

"I wouldn't do that." Motormaster's voice drifted from one audio receptor to the other.

"Ready." said another voice.

Desperately Optimus and Phage struggled to fight off the descending darkness. Falling unconscious was unacceptable. They stood a chance to fight back if they could stop her world from spinning and make her limbs obey her, but they were heavy and useless.

Motormaster's leg disappeared from between her legs. He peeled her from the wall and shoved her in the direction he wanted her to go. He never let go of her long braid. He yanked her back when she stumbled too far and she fell on her aft. The back of her head smarted and her massive headache had never really lifted after Optimus had woken up. Reality kept wanting to slip away into darkness.

"Up, pet."

He yanked hard on her braid. Her aft left the ground then hit the floor again. There was laughter from several others somewhere behind them. She and Prime knew that she had to be on the floor, but it kept wanting to tilt to a forty-five degree angle. Motormaster was practically dragging her across the wash racks by her braid.

Disjointedly the thought crossed between them that Phage swore to cut it all off and get a helm.

Phage grit her teeth. In the infraspace, smoke poured from Optimus Prime's smokestacks. Between the both of them was such a miasma of boiling emotions that it just gave way to Prime's rare but furious rage and her short temper. Through joint force of will they commanded her body to function and grabbed at her braid, trying to lessen the pain there as she struggled to her feet and dug her heels into the floor.

"Let go of me! I said let go of me you bastard! I'm a medic protected under-"

"You hear that Stunticons? She plays nursebot too."

There was another round of snickers from the other Decepticons she couldn't get a good view on. She bit her lip to bite back on the slew of venomous words that wanted to pour out.

"Must not be a good one. Optimus Prime died on your watch."

A maddened shriek broke from her lips. "Bastards!"

Abruptly she plunged forward, yanked forward by her braid. She threw out her hands before she hit the floor and her fingers curled around a ledge and came face to face with bubbling boiling oil.

Phage's optics doubled in size. The sweat that began to build on her face was not just from the steam rising from the pool. Her fuelpump hammered wildly against her breastplate.

Immediately, she struggled to push herself away but Motormaster's hand came down hard and latched around the whole of her cranium. He held her cheek close to the surface of the boiling pool.

"Scared?" came his cold cruel drawl. "An oil bath is a wonderful pleasure to loosen the servos. You on the other hand look nervous. Do oil baths not sit well with transorganic flexi-metal?"

"What do you want?" Phage tried to keep her voice calm but the strain pitched her vocals to a shrill edge while she strained to pull her head back against his downward force. She did not think Motormaster was trying all that hard to hold her down. Optimus was seething at the predicament and infuriated at his own inability to do anything. "What is it you want!"

"I want to be enjoying the amenities the _Ark_ has to offer between the volcanic oil baths and the bar, but you stole that from me. And not just me but from my Stunticon brothers here with me too." His fingers kept digging and digging into her cranium as if he was trying to crush her cranium open like an egg. A low cry cresendoed from Phage's lips. "That's what I want, glitch. And somehow you single-handedly stole victory from us! I don't know how someone as insignificant as you could have possibly done that, but damn it all if I'm not going to have my anger out on your aft."

"Come on now, Motormaster!" It was Rumble's voice that drifted through the distorted haze once again. She thought he had been protesting the entirety of the time if that distant warble had been him. "Leave off the femme! Enough is enough!"

The weight of his hand on her head slackened only marginally. From her peripheral vision she saw him shift his head to look over his shoulder strut. "No. It isn't."

"The Boss is going to be furious when-"

"Frag Megatron!" Motormaster roared. "Drag Strip is dead! For what? Tell me that! Where is the final victory Megatron promised? Where is our rewards?"

"Motormaster," Rumble's voice was all stressed patience wrapped in a hard edge, "I know your hurting-"

"Not nearly as much as I'm about to make her."

"Motor-"

He came down with all his strength on her head and abruptly Phage's head went under.

* * *

Rumble's optics doubled in size behind his visor. His mouth fell open. He had seen worse tortures performed on mechs over the last five million years- but always on mechs. Never femmes.

"-master! No! Stop! Pull her back up!"

The intensity of her scream could not be muted through the oil. Her fingers flexed sporadically and punched the ledge repeatedly. Her feet fought for purchase on the smooth floor and failed. Motormaster was an allusion of cruel malice as he held her head under and shot the minicons a mocking smirk.

Rumble's servos clicked and whirled to burst into action but stalled when Wildrider reminded him of the barrel of his plasma-energy blaster pressed to the back of his cranium.

"Do you think her flesh will liquidate like a humans?" pitched Wildrider's voice behind him.

"This is a horrible, horrible idea!" said Breakdown anxiously from the doorway where he held his concussion rifle on Frenzy. "If Megatron finds out..."

"I agree with Breakdown." Dead End concurred, standing aside of the rest and with his compressor air gun inclined more towards the floor rather than the minicons.

"Motormaster pull her out!" Anxiety fueled Rumble's shout, "You could be frying her fragile transorganic brain!"

Motormaster yanked Phage back up by her synthetic hair. Her head came out of the oil bath in a woosh, spluttering and spraying black oil through the air and gasping greedily for it in turn. The flexi-metal of her white face was a hot pink hue. Her optics and the fine grooves on her android face burned with a fierce neon green hue where before they had been standard energon blue.

"She doesn't look like she's liquidating to me."

She had barely caught her first breath before Motormaster plunged her back under. Wildrider burst into cruel laughter. The Stunticon leader looked over to his team and shrugged before his optics locked on the minicons. "I don't think Megatron will notice a difference, do you?"

Suddenly, Phage struck out and hit him square across his chestplate with the flat of her fist. Motormaster did not flinch. His laughter was cold as she repeated her efforts to knock him off.

"Now hold on, Motormaster." Wildrider clicked his tongue, his optics fixed on Phage. "You know, I've been really looking forward to fragging the femme." Breakdown and Dead End looked to their companion with measures of disgust. Rumble and Frenzy's visors darkened and their lips pulled downwards in mirrored expressions of distaste. Wildrider's optics lifted to Motormaster. "I think that'll be a lesson to her and reward for us. What do ya say, Motormaster?"

He shrugged. "I get first frag."

Wildrider perked up. "So I _can_ still frag her."

Dead End pulled a face. "I can't believe you'd actually want to frag the Autobot's pleasure bot."

"I look at it like spitting in their optics. Every time they'd look at her they'd think that every 'Con must have fragged her twice." He laughed and nudged Rumble in the back of his helm with the butt of his blaster. "Their little booster juicer becomes their morale drainer. What do you say to that?"

"You're fragged up in the CPU, that's what I say." clipped Rumble around a Billy Idol sneer.

"I agree with the minicon." Dead End spat.

Wildrider's demeanor turned violent. He darted a glare in Dead End's direction and waved his plasma-energy blaster menacingly between him and Rumble. "You on this team or not, Dead End?"

"I am but-"

"Then look me in the face and tell me that doesn't tickle your joystick."

"No."

"No wait, hold on." Breakdown said, waving his empty hand. "I see his point."

"Your both fragged up." Dead End spat.

"Enough!" Rumble shouted. "Motormaster, the Boss wants words with her!"

"I can't imagine why Megatron would want to hear how many Autobots have conquered her."

Wildrider's mood shifted again just as suddenly. He was practically vibrating with excitement. He looked to Motormaster for confirmation. "How are we doing this? Are we taking turns or are we doing this as a team?"

"Motormaster!" Denta gleaming and solvent flying Rumble raged at the Stunticon leader, terrified of the consequences of what Megatron would do to Frenzy and himself for failing to escort her safely to the meeting within their own base. "Pull! _Her_ _ **! Up!**_ "

"I'm _leaving_." announced Dead End around a grimace. He made to leave the wash racks before he realized he couldn't get pass Breakdown and Frenzy.

"No, your not." Motormaster's cavernous deep voice cut through all the rabble. Dead End's foot came up short as his head whirled in Motormaster's direction. The Stunticon leader had his cyclone rifle drawn on him. With the other he pulled Phage out of the pool. "You're staying with the gang."

The femme's desperate noisy gasps for air mingled with Wildrider's burst of hysterical laughter. "Let him go, Motormaster. We both know he's just going to hang outside until we're done. I'll call you when it's your turn. Might be awhile though. I'm going to have so much fun desecrating the Autobots whore."

Even if for separate reasons Dead End, like the Minicons, had the decency to look disgusted. "Like I want Autobot sloppy secondhands."

"But it might not _be_ Autobot secondhands," Wildrider stressed, "It could just be _Optimus Prime's_. I'd frag her just for that alone. Stick it to the dead Prime. To the winners go the spoils, that's what Drag Strip would say."

Dead End shook his head. "Where did you even _hear_ that."

"I saw her weeping over Prime's corpse and Megatron had to haul her off. And everyone _knows_ she was around Prime as much as a human as that other one hangs with the yellow Autobot."

"She might not be."

Abruptly, Motormaster said with a leer, "I'll frag her double in every port if even for a nanoklik she could be the Prime's. The rest of you are going to have to wait."

"She _isn't_!" Rumble snapped off suddenly, his voice failing to disguise his stress. "She's been rolling with the Lamborgini Twins you drones!"

"See!" Wildrider said with a wave of his hand. "Straight from the espionage department themselves! She's Prime's glitch or all of theirs. I won't miss fragging the junk in that trunk over semantics."

"How on Cybertron did you come to _that_ conclusion? I just said we've seen her hanging with the _Twins_. You _do_ know who I'm talkin' about right, Wildrider?"

"Tch. Yeah. The un-killable duo. If she wasn't Prime's lady why would she have the Twins as her phalanx?"

Rumble's visor retracted long enough for him to rub at his optics. He was muttering a string of slurs under his breath in Cybertronian til he finally snapped.

"Motormaster," stressed Rumble methodically, a final gambit at diplomacy. "When the Boss finds out what you've done to Phage, and he will, he'll visit down on all your heads some old fashioned gladiatorial dismantling."

Motormaster's glare could have frozen energon. "When he finds out we'll be long gone. We've had our repairs. We're just collecting our reward for the battle and we're out. For good. Megatron can shift through her remains when we're finished."

"You know," Frenzy said suddenly around a deepening sneer, "we can't let you do that."

"I thought we made it clear, you two try anything..." Wildrider tapped his blaster barrel against the back of Rumble's head.

Rumble clicked his tongue, glancing sidelong at his brother. "The younger generation has no respect for their elders. We're going to have to teach them manners on the Boss's behalf and save the damsel in distress, isn't that right Frenzy?"

A slow grin pulled at both corners of Frenzy's lips.

:: _Dead!:: The undersea in Phage's immediate vicinity caught aflame with green chemical fire and quickly spread outward. ::I want him dead. I want them all dead!::_

Adrenaline crashed hard through her systems, consuming all other sensations of pain and exhaustion to fuel the flame.

Optimus soaked in the familiar sensation. It was more than the rush of adrenaline. The sudden energy that burned through her circuits he likened to a boost from the Matrix, only he knew that wasn't possible. His spark was doused in its Light, so he wondered offhand if their resonating sparks allowed her to pull Matrix energy from him.

 _As enraged as Prime was, smoke pouring from his smokestacks in copious amounts, he despaired at her bloodthirsty outcry. ::I can't do that in this condition.::_

 _Her lips twisted in contempt. Her optics burned a savage green fire. ::Humans do it 'in this condition' all the time. I can get creative for the two of us. I have a laser scalpel in my subspace pocket-one quick slice to the neck cables to sever the energon flow or a jab straight through his damn optic should be enough to reach the brain module!::_

 _Optimus knew straight away a few things: the innocence of Alicean had died long ago but that was far from any new intel, and calming Phage would not be easy. Instead of diplomacy, Optimus opted for another road a few shades less dark. ::Phage, let me.::_

 _As always the thought came loaded with underlying tones and implications. Phage picked up on Prime's and relented to his control. ::Wreck them then. That'll be fine by me. Just put him to within an **inch** of his life.::_

Unified in one goal, Optimus Prime slammed outwards with her elbow hard and connected solidly with Motormaster's fuel tanks. The blow caught him off guard. The Stunticon leader groaned and doubled over, shocked by the power behind the jab. It was quickly followed by another and another, the last catching him across the mouth. A spew of volatile colorful expletives in Cybertronian and English lashed out from Motormaster's vocal processor. All the same, he let go and backed away, fingering at his jaw and spitting out a loosen denta.

All of this happened at the same moment that a sudden explosion of white noise shrieked through the washracks with the intensity of one of Thundercracker's sonic booms.

All of the glass walls shattered. The standing Stunticons lost balance. The hydraulic door suddenly misfired and munched Breakdown between itself and the frame.

Frenzy threw his head back and roared an energon curdling scream that matched the mania-inducing frequency of his 'battle cry' sonic boom before lunging for the disoriented Dead End.

Riding command of Phage's body, Optimus leapt up from a prone position to her feet, her braid flying out in a wide arc and spraying black oil along a scatter path. Quick flurry of precision strikes lanced out from the femme, the assurity of the martial techniques backed by Prime's millenias of practice. First strike struck Motormaster in his exposed neck cables and silenced the mech. Second saw him disarmed. The third saw Prime delivering savage punishment unto Motormaster with a series of powerful jabs into his midsection.

Sharply the femme twisted at the waist, clapped her hands together and slugged Motormaster hard across the face with Optimus Prime's signature move. The Decepticon toppled into the boiling oil bath.

Optimus directed her body to backpedal and while cycling air through her systems he turned her hands over for inspection, amazed at the surge of vitality and strength.

"That won't harm him." noted Optimus as her voice reflexively dropped a few octaves and settled into his usual measured syntax.

"I know." she remarked briskly.

As one they turned to address the rest of the Stunticons and Minicons, only Phage's consciousness reeled back at the sight that she saw. Optimus was use to the carnage the Minicons could wreck but the shock disjointed their unison and her body stalled.

Rumble maintained his cool as the wash racks descended into utter chaos. For the minicon, Frenzy's sonic attack and beserker war cries were nothing new. As everyone around him lost their equilibrium or suffered minor malfunctions, Rumble calmly transformed his right arm into his signature pile driver, turned on his heel, and pistoned it straight into Wildrider's midsection. The mentally questionable Stunticon seemed to instantly teleport from the impact and collide with the far wall with such force that he went straight through into the adjoining room.

Rumble transformed his arm back and laughed as he turned back on his heel. "Bunch of scrap-talking upstarts! Wouldn't you say, Frenzy? _Frenzy_!"

The other minicon was astride Dead End as he delivered one merciless blow after the other anywhere he could land a punch, even if he had to knock aside Dead End's hands raised in supplication. Dead End's pleas for pity had long ceased when he realized there was no getting through the minicon's head. When Rumble turned around, Frenzy slammed a fist into the mech's face with such force that the Stunticon was knocked senseless. He seized on the opportunity by grabbing Dead End by the neck guard, hauling him off the ground and ripping into his exposed throat cables with his denta.

"Whoa! Whoa there! Hey, bro. How about you drop Dead End and cut the music. Sound like a plan? We can listen to something more easy going. How about Enjoy the Silence by Depeche Mode?"

Frenzy let Dead End drop to the floor like so much useless scrap and stood, scrubbing away the lifeblood from his chin. The minicon was heaving and scanning the washracks for additional signs of enemies. His optics alighted on Phage and maintained sight. "I hate that song." He did shut off the high pitched frequency noise. "You play it too much."

"Fleetwood Mac?"

The deadpanned glare Frenzy shot Rumble's way told Phage and Optimus that that too was apparently played too much.

Rumble caught her optic and grinned widely. "Damn. Thundercracker _said_ you hit hard. I didn't believe him. You're-uh, all _there_ right? Upstairs I mean. You seem alright."

Phage didn't move. She didn't know how to respond. Neither did Optimus Prime. She felt better _now_ , if that was an answer. She didn't think it was one though.

Frenzy turned on his heel and his visor flashed vibrantly. "What's with the green optics?"

Motormaster exploded up from the oil pool in a glistening shower of black rain. Hearing his emergence, Phage chose her fate and rushed to join Rumble and Frenzy. Motormaster set his jaw back in place. "The glitch has some mettle after all. Did Prime teach you that trick in some one-on-one tutelage?" the way that Motormaster implied 'tutelage' was not in the sense of martial sparring.

Rumble pushed her towards the door. "Too far, Motormaster. I warned you." Frenzy spat solvent and energon in Motormaster's general direction before tailing his brother. "Don't know how far you'll get now carrying these dead weights. Looks like you'll have to stay longer for repairs. I'm sure the Boss will be wanting a word with you then."

Motormaster's optics burned into them as Rumble practically pushed her out of the wash racks. When the door slide open perfectly for them to pass, Breakdown hit the floor and didn't move. Frenzy eyed him lazily as they passed over him. "He's going to need a Medbay soon or else he'll terminate."

"Forget him. The Boss is going to blow a gasket when he hears what they did."

Frenzy mulled the thought over for half a nanoklik. "They'll wish we terminated them."

Not half a breem later the two slipped back into their usual pattern as before, shocking Phage with how normal they treated the whole escapade.

She was teetering between reeling from the whole event and riding on the burn of her blood lust. Optimus was trying to navigate her to a calm focal point.

 _::You were right.:: Her thought was scattered. ::I don't think I can look at them,:: her thought indicated the Minicons, ::the same way ever again.:: Optimus did not respond to her right away. She did not need to Sense him to see something was troubling him. She reached for him and found his steady frame to lean against. ::Optimus?::_

 _His optics flared and settled and fixed on her. ::The Gray is gone.::_

 _It took her a moment to comprehend. She glanced around. ::Aye. Yes. It is.:: Her oceans ran aground of his Cybertronian plains before the spheroid city fortress. They stood there, on the metallic beach she supposed to call it. Her hand settled more firmly on his arm. Everything in the Infraspace was still. There was no wind to stir the tides to shore._

 _He chose his next thoughts carefully. ::If I had my way, I wouldn't put you with your short temper in the same room with Megatron. As it is relatively out of my hands I have to ask, are you capable of this? I'll risk the drivers seat if-::_

 _Her temper had far from settled to coals. ::I can do this.::_

 _He Sensed it was more than pride. She didn't want him to find her incapable. She didn't want to disappoint._


	5. Strain

**Authors Note:** I swear, I keep trying to write short chapters and it just doesn't work out. Just to post something I broke this chapter in half. The second half will be out soon.

By the by, I would love and appreciate comments and constructive reviews. I really do want to hear what your thoughts are on the story thus far. Am I doing well? Are there areas for improvement? Are the characters coming off as well rounded and believable? Let me know, I'd love to hear.

It has also come to my attention that Fanfiction doesn't accept com-links to be written after the fashion that I always use to write it with a '.' inbetween. I'm going to go fix that issue in chapter one.

Also wanted to explain the character change of Sea Spray. I've been watching a lot of Transformers Prime recently and discovered that Sea Spray was mentioned as a wrecker. I immediately loved the concept of Sea Spray being portrayed as Quint from Jaws, so this is my take.

I would also like to take a moment to say thank you **Pr1me Gurl** for all of your recent favs and follows to my stories! Also to **SigmaConvoy** for favoriting and following this story and 'Echo'! It means a lot!

* * *

 **'He who sups with the devil had better have a long spoon.'**

 **-Dining with the Devil, Os Guinness**

* * *

Trapped in a elevator lift standing flank of Phage, Rumble and Frenzy kept glancing sidelong at the phaser. The femme kept shifting her stance as if she was itching inside of her own metallic skin from a counterpoise to a stiff military at-ease. Her lips moved infinitesimally, quirking occasionally with her subtle muttering while her optics would occasionally flicker down and to the right before fixing ahead into a thousand yard stare. The Minicon brothers looked to each other and sent private messages over their personal comm-links.

/She has it bad./ Rumble sent sympathetically. /She has to have been jumping under the Autobot olfactories or that leap to the ground sped her along. We should be taking her to the medbay for treatment./

/Megatron want's to have that chat now./

Rumble pulled a face. /I think the burn through is further along than anyone guessed. She could snap during the meeting./

One of Frenzy's blood-lusting smirks quirked his lips. /You think Megatron can't deal with one plain loaded monoformer? She snaps he'd pin her. End of it. She can't do anything with the null-restraints anyway./

Nonetheless, Rumble looked worried. /I'm contacting Soundwave./

/Tch. Whatever runs your processor./

After a length, Rumble suddenly said, "About the Stunticons-" Phage's optics riveted and locked onto him, weary and angry wrapped in a fog of lingering shock, "-we aren't like that. It's them. I don't know what it is, just- all the new generation are fragged up in the processor. It would be easy to blame it on Earth culture. On Cybertron, before the War," he rushed to elaborate, "it takes a new Cybertronian about five days to integrate into society. But over the course of the War, that got sped up with the M.T.O.s -err, sorry, you wouldn't know that."

"Made to order forge colds with pre-booted memory." She was brusque in her response. "I know."

"Oh! Oh well, uh-" stumbled Rumble eloquently, "It'd just be easy to blame it on them integrating into Earth culture. But, I don't think its really that. None of the newer generation seems stable to me. Brain modules and personality weaves are extremely complicated things- like Vector Enigmas, or so I'm told. Look at the Dinobots- not even your own Ratchet and Wheeljack could stitch a proper personality weave."

"You know who built them?" her tone was even and weary but, Rumble thought, agitated.

"It's our function to know." When she said nothing else but looked back to the lift doors and maintained a fine pressed frown, he carried on, "The Constructicons and Combaticons personality weaves were painstakingly crafted and vigorously stress tested before the Boss gave the go ahead to build them. Starscream labored at it for _quartexs_. Even _then_ they have personality defects. The Stunticons," Rumble said slowly, an edge of distaste coloring his next few words, "were _rushed_ at the Battle of New York like any old M.T.O.'s. We needed ground troops to combat the Autobots. The compact buildings did not allow for easy maneuverability and Megatron was determined not to lose when we had finally moved forward-" Frenzy abruptly grunted. The Minicon Brothers shared a look between them and Rumble shifted. When he spoke again it was a minor shift in topic. "Beyond the Dinobots, do the Aerialbots or the other newer faces have the same problem?" he studied her face for a response but there was not so much as a flicker of a quirk on her lips or shift in her optics. She was stoic, tight lipped and her optics fixed decidedly ahead. His shoulder struts visibly sagged. The light behind his visor softened. "Just- times are hard."

"Why are you apologizing?"

"Because somebody has to and it won't be them." there was genuine concern from the Minicon, and it was that that grabbed her attention. The moment stretched out, and both parties felt there was an mutual understanding. Suddenly, Rumble added, "Don't phase anytime soon." Marginally, she inclined her head to the right. "Not until you get treatment for the burn through." The escort party paused as the lift came to a halt and the reinforced hydraulic door wooshed open. Rumble continued, shaking his head sadly. "Personality weaves are so difficult...and your throwing your perfectly good one away."

"Ugh." Frenzy cut in abruptly, almost shocking the two. He had been obstinately silent since his beserking outburst in the wash racks, "You're going soft. If anyone else had _heard_ you just now-" Rumble's visor flashed but Frenzy continued before Rumble could mouth off. "Even _when_ your treated, it'll only be when Megatron tells you you can phase that you'll be doing it. This isn't the Autobots, you phase behind our backs and you won't like the consequences."

"I'm not a Decepticon." her lips twisted at the very notion.

"Hah. Sure, we'll see what you say after your chat with Megatron."

The Minicons had not gone a step when they realized Phage had not moved. Just a short blaster shot down the long hall before them was Soundwave. He was stationed outside yet another nondescript door, weapon drawn and at a stiff at-ease. He could have been the Queen's Guard at Buckingham Palace for all the acknowledgment he gave them.

Frenzy's jaw set in a frown. "Move it, Trojan." he jostled her forward and said darkly with a near feral grin, "You're already late."

"My name's not-" she caught herself, face alighting when she realized he had meant it as a slam. "-ah."

They led her down the hall and straight up to Soundwave. Aggravatingly, Frenzy threw her a positively savage grin as he said, "Wait right here." then he and Rumble entered the room beyond. They were there and gone so quickly she didn't get a chance at a glance beyond, not that she was paying attention. She was trying her damnedest to ignore the spy master's overshadowing height. Her stance shifted five times before the Minicons reappeared. Rumble gestured over his shoulder strut with a thumb. "You can go in."

"And if I refuse?"

Rumble barked out a scoff as he and Frenzy shoved her inside.

Phage jerked to a halt as her processor decoded the visual input her optics were sending. Unlike what Optimus had drilled her for for hours before this moment, she was not in the Decepticon throne room as he had predicted. They were, in fact, in a bar. Completely empty except for her and Megatron, who stood behind the bar with his hands splayed down on the bar top. The fusion cannon was missing.

Her processor whirled, grasping for footing. Even Optimus was taken aback. Firstly, not even he realized that the Decepticons had an energon distillery for engex. Secondly, the lighting of the bar was low and mellow, soft lights that offered poor illumination for the patrons, but called attention to the true spotlights of the place- the bright neon engex's on the shelves behind Megatron and the several inches thick reinforced glass wall, where search lights outside penetrated the black oceanic depths to illuminate the sprawling base the Decepticons had painstakingly raised off the seafloor for a decade and six. If the bar had been owned by anyone other than the Decepticons, Phage would have loved it. Instead she was wholly uncomfortable as she fell back on her human processes registering that it was just Megatron and herself in a bar with mood lighting.

Her stomach twisted. She Sensed Optimus simultaneously blanch at the idea alongside her and brush her consciousness in a more pointed protective manner than reassuring that coalesced to his avatar seizing her wrist. The reaction in their shared mindspace was loaded with millenia old pain and hard memories that Phage did not want to take the time to analyze. She just did not question Prime's reaction, instead she felt her consciousness saddling up closer beside his for support, retreating from the undersea to his more firm land.

Standing alone just feet from the door, she felt suddenly very human and every exposed.

"Rumble and Frenzy tell me that you met with some difficulty in the wash racks-of a Stunticon nature." the smooth roll of Megatron's voice was volcanic glass, low grumblings of seismic activity and hissing steam escaping fissures in the earth's surface. "They also said you held up well enough to Motormaster."

 _ _::How is he fully repaired?!:: shot off Phage in alarm. ::He doesn't have a nick on him!::__

 _Optimus had noticed as well and the conundrum disturbed him. ::The Decepticons must have some new medical technology we don't.::_

 _Phage's rising ire was held in check by the bizarre situation in which she found herself. ::For how long have they_ ** _had_** _it? Whatever_ ** _it_** _is? If it overlaps with any time they've demanded Ratchet...::_

 _Her thought trailed off, but Optimus was of a similar irate disposition._

Horrifically, she found herself rushing to speak before she had fully analyzed what it was she was saying while engaged in conversation with Optimus. "He water boarded me in boiling oil."

"How- _tame_."

She wanted to smack herself. What in the world did she think that would accomplish? The Minicons must have informed him one way or another. And what did water boarding even mean to the mech whose method of interrogations and tortures had included smelting mechs in the pools beneath Kaon. Tame indeed.

"It must not have gone over very well for them. You look fine. In fact, you look spotless. Frankly I'm not sure if I should be more impressed that you can handle yourself against Motormaster or that you can run across a live battlefield and walk away with no mesh damage at all."

Suddenly, she realized the detour to the wash racks was more than just a pit stop to clean up. There had been an ulterior motive there that she didn't quite grasp. Phage glanced herself over, truly took the time to actually look, and realized that she was perfectly unharmed after all of the day's stressful events. It wasn't that she thought that it was impossible, just incredible.

 _::Do you think the Stunticons attack was planned?::_

 _::By Megatron? It is a possibility, although I doubt the validity of it. The Stunticons have always been unruly and proved at the Battle of New York they do not respect Megatron's authority.:: responded Prime. ::I believe the attack was wholly motivated under Motormaster's will. Not that that means it is above Megatron to take advantage of it.::_

When she looked back up Megatron's grin was the sugar-coated smile of a cyber waste-wolf. "Have a seat." he waved his arm before the empty bar stools in front of him. "I insist. That talk I mentioned we needed to have- this isn't it." A bright burst of energon blue light signaled that he'd tapped the subspace pocket of his right hand. Out of it he summoned two metal goblets that looked like they could have been forged in the pits of Mordor. He pushed one towards her. The cyber waste-wolf grin was still in place. "What's your poison?"

Her stoic mask, marshaled into place by Optimus's will, cracked and crumbled away. None of this was what they practiced for.

"Poison...?" she was so disoriented by the whole affair. She had heard of verbal whiplash and realized this was it. Megatron- behind a bar. Ready to serve her engex. The same Megatron who had violently murdered Optimus Prime just that afternoon. Who tore Sideswipe and Sunstreaker apart. Who-

 _::Murdered Sentinel Prime before me.:: and the thoughts and memories kept snowballing from Optimus's consciousness. ::Who seized power over Kaon through a violent revolution to become Emirate Megatron. A title he barely held before claiming Lord after the Fall of the First Five Cities. Megatron who overthrew the functionist government of Cybertron that marked the end of the Golden Age. Megatron, orchestrator of the Simanzi Massacre.::_

 _That last thought threatened to drown her in Optimus Prime's personal memories of the single most horrific campaign of the Great War._

 _::Stop! Stop, please! Not now. I can't-just, not now.::_

Her lips parted, sealed, and opened again. "I-I uh, I don't usually drink..." Every word she spoke became meeker under Megatron's scrutinizing glare.

"Make an exception. Tonight I'm drinking to honor a fallen warrior and an old friend." at the last admission, his tone became reflective. "I believe you may be the only one on-board who would understand, after all you and Optimus were close. So, go on," as he spoke, Phage slowly drifted towards the bar as if walking in a bizarre dream. His optics devoured her every step, "what is your poison? Kremzeek? Mood Whiplash? Old Corroder? You do know the names of at least some engex's, don't you?"

 _::This is surreal.:: Phage thought and was shocked when a wordless thought from Optimus decoded as meaning that this whole thing was frighteningly familiar. ::What?:: Frustratingly, Prime did not elaborate, his city fortress was locked down and silent._

Her fuel pump was hammering against her chassis. Phage muttered her choice of high-grades.

"Speak up." She jerked at the hiss in Megatron's raspy tone.

"Radioactive." She spluttered quickly.

 _::Radioactive?::_

"Radioactive." repeated Megatron musingly as one of his optical ridge's rose incrementally up his forehead. Somehow he kept an optic on her while he analyzed the engex display and carefully picked two bottles off the shelf. "Mixes, Phage? For someone who doesn't _usually_ drink," his tone suggested he was mocking her, "you go straight for the strong stuff."

She refused to elaborate that she liked it because the sweet notes hid the burn. She also _refused_ to elaborate that she sometimes took a shot or two just to relax her nerves enough to recharge soundly at night. It was a practice that Alicean had sometimes employed that Phage seized on.

In the Infraspace, a city district shifted to a new level while Optimus Prime's avatar was stiff.

Her voice got stuck in her throat. Casual conversation was not something she ever wanted to have with the Decepticon leader. That was dangerous grounds. She had no intention ever of walking down Stockholm Syndrome lane.

And she became preoccupied with another internal struggle between her and Prime-did she take the seat directly ahead of Megatron as Optimus wanted to do, because it was Prime's drive to never show weakness or back down from Megatron, or as Phage wanted to do, seize a seat off hand the warlord. If she had to be near him she wanted to be as far from him as she could. Give her a rifle, cover, and a battlefield between her and her enemy and she was fine. Distance. Sharpshooting. Or behind a lab table or medberth, she was comfortable, in her element. This...she couldn't look at Megatron. Her optics were fixed to the bar top. Even when Optimus seized control to stare down the warlord, eventually Phage's trepidation would leak through and her optics would find something to focus on just over his shoulder strut.

Ultimately, Optimus's dominate ego won out over her more passive one. It was becoming the way of things between them she noted, as she slipped into the bad stool directly in front of Megatron.

They were having conflict. There was a balance lost that had been present before the incident in the wash racks. With their minds now merged at the seams, two halves sharing a whole, she was more and more being overruled by Optimus Prime. Part of her was allowing it. Another half was feeling slighted. But it was her that just kept giving ground. And Optimus was...Optimus Prime, unbreakable wall to Megatron's unstoppable force. And she went and threw herself right in the middle. Optimus would brook no failure in this matter and she was subtly aware of his millions year old indomitable will seeding through her processor to fill in fine fractures not unlike medical sealant to close off structural injuries.

Unexpectedly, Megatron skillfully spun the bottles of engex and mixed her drink. The display set her on edge, feeling as though it was something so personal she shouldn't know. Another conversational whiplash. Megatron filled her goblet to the brim, the colors swirling to a bright green. "Knock yourself out."

 _::Preferable.::_

 _::Absolutely not.::_

 _::I wasn't serious!::_

He returned the engex's to the shelf and summoned another stout, unlabeled bottle from his personal subspace field and poured it straight into his goblet.

 _::His special blend.::_ Optimus supplied as an off hand side note. He was familiar with data.

Megatron filled his goblet, subspaced his special blend and swept up the goblet in one fluid movement. "To Optimus Prime, the noblest adversary I could hope to have. From henceforth there are none after who could hope to compare to his virtues or the rivalry we shared. All I do hereafter, I fear, will be dulled in the shadow of his termination." His optics never left hers. "Go on, don't be shy. It is customary of those close to the terminated to add their part."

She refused to pick up her goblet. "I'm not toasting to Optimus's death." She knew that this wasn't what that was. Phage understood cultural differences and was picking up that apparently Decepticon social etiquette dictated to celebrate passing rather than to mourn. It wasn't an uncommon practice on Earth and was even a beautiful affair. An experience she refused to indulge with the Decepticon Commander. She just felt like playing the part of an ignorant American bigot because that was all too easy than to establish middle ground with the dictator.

Spike might actually be angry with her later. He had been trying for years to broker peace between the two factions.

Megatron lowered his goblet marginally. "If this was a celebratory occasion I would be sharing this moment with my fellow Decepticons- not you. I merely wanted to say farewell to an old friend with someone who could reciprocate the notion and permit me to engross in former times. But perhaps I was wrong. You may have entered this conflict late, and as his human charge, but some rift must have occurred between the two of you, or perhaps the opposite? Optimus Prime must have cherished you terribly to bury you so deep in the **Ark** that not even Soundwave was able to record your movements for quartexs."

Phage couldn't help the dry laugh that barked up from her throat. Of everything Optimus had drilled her for none of this had been close.

"What, pray tell, is so amusing?"

"If you think inventory control is equivalent to showing how _cherished_ you are then _su-re_."

"Why did Prime have someone of your talents doing _inventory_." The way Megatron stressed it seemed like the inefficiency physically hurt him.

Phage locked up. This wasn't something to be discussing with Megatron. Ever. Another step and she could slip and mention it was inventory for Wheeljack's myriad half-finished, exploded or outright discarded inventions. It was just a short trip down the road to questions pertaining to what sort of inventions, and what sort of inventory, and ultimately that all could accumulate to her discussions with Wheeljack over her own Waiting Room Project.

Optimus's consciousness stirred, probing, questioning silently. Twice now the stray thought had passed through her mind. Although she Sensed he wanted to know, Optimus also knew now was definitely not the time. The general consensus was later. They would discuss it later.

Like so many other things.

Thankfully, Megatron let off the trail of conversation as if it were nothing more than a red herring to dislodge him from his own line of questioning. "Do you know," the glow of the engex illuminated the planes of his face in ill favor where she was able to catch sight of micro scars, "it is impossible to wage a war against someone for five million years and not get to know them. I could anticipate Optimus Prime's every move. I knew when he recharged and for how long. The amount of energon he consumed and the material used to build him. Pitt," Megatron laughed, "I could tell you his favorite Cybertronian novel. Or," he caught her optics with his intense stare and held them, "what he finds appealing in a partner." Her stellar blue optics narrowed as her fine pressed lips parted, scrutinizing, analyzing, and confused. "The war taught him to be careful not to permit rifts in relations with his Autobots. Rifts create dissension and dissension leads to traitors. The war taught him that, but I taught him to be cautious of who he reached out for. I can tell you the interest he took in you was a rarity. There was no rift between you and him."

Having firsthand experience with the Witwicky temper from Sparkplug to her terminated father Radar, Megatron knew the energon blue tinge to her cheeks signaled the oncoming short fuse customary with their programming.

"Optimus and I weren't a thing! Next Decepticon who so much as suggests it I'm going to-"

"Do what? I'm genuinely curious. Rip his throat out with your denta? Flip him across the room? Word to the wise, do not threaten if you can't back up your words." Her cheeks burned brighter as her lips pressed into a tight line. "And if I'm the next Decepticon to call you out on your lie and say you were more than loyal what exactly would you do?" He let it hang between them and permeate the air. Her jaw set.

 _::If I had a vial of concentrated acid to splash across his face-::_

 _::That's not fair fighting.::_

 _::Fair?:: she scoffed. ::Fair fighting- what a clean joke! You think I could seriously take him any other way?::_

 _::I'd rather not at all.::_

"As I said," Megatron repeated, smug. "Do not threaten what you can't back up."

"Optimus and I were just friends. _Strained_. But _friends_."

"Strained." Megatron echoed, and she thought it sounded like there was an underlying mocking tone.

She gritted her teeth. "You try waking up one day to an entirely different body and not end up with strained relations."

"I have." She blinked hard at his admission, but Megatron did not elaborate further. Instead he said with an air of a teacher patiently explaining a lesson to the student, "Oh, Phage," and his goblet touched back on the bar top, untasted, "you're deceiving yourself."

"Excuse me?"

"There is a fine line between loyalty and the devotion you've shown today."

"I don't-"

Megatron continued to speak as if she hadn't tried to interrupt him. "Loyalty is when Soundwave stays behind on the battlefield to ensure I make it off. Loyalty is Starscream- _yes_ , Starscream's dedication to the Decepticon cause. Loyalty is what all my Decepticons show everyday, to push themselves above and beyond their mettle, to carve out the life we have down here on the ocean floor of this mud ball planet, to continue to put their faith in me to lead them to a better tomorrow. That is loyalty. What you've done today goes above and beyond. You aren't modified for war conditions, you can't even transform-no, mass displacement and a hologram projection is not a proper transformation, yet you ran across an active battlefield _and_ risked my wrath...you put your life in jeopardy for Optimus Prime. A fool's errand in the end, but the courage that took- You didn't make that run for loyalty. You didn't make it because of _strained relations_. You made it because of your _devotion_..."

"We were friends." Her voice was thin but the dawning realization was readily apparent on her face.

"If you were _friends_ , then I missed the principle nine million years ago." His smile was sickly sweet. "You need to lift the veil from your optics and see the truth. And the truth is you loved him. Ahh- _there_ it is." Her stellar blue optics steadily dropped to the bar top and ultimately became focused on her untouched goblet of radioactive.

There had been no firefight, no physical damage done yet she felt like Megatron had just punctured her armor and stabbed at her spark chamber.

 _::How could I not...:: she false started, then turned in the Infraspace to stare at Prime's tight grip on her wrist then up at him. In her minds eye, their optics locked. ::Megatron's...right. Oh my god.::_

Loyalty was doing your best and still loosing a friend. Devotion, as Megatron put it- _love_ , was refusing the outcome and doing what she did- performing a hasty and very dangerous field spark extraction from an unstable spark chamber and a cortical psychic patch from a flat lining brain module.

 _::I love you.:: Her thought was shock, struck through with revelation. ::How could I have been so blind?::_

 _::Alo Ata.:: his thought, his nick name for her, was all warm sunlight on lazy summer days. She Sensed he wanted to express more and held back. She understood completely. Their situation was strange and made her wholly uncomfortable in that she was already involved. Phage was trying to keep the identity back from him, but small underlying data kept leaking through. The information was easier to gleam with their minds fixed at the seams. He had it narrowed down to two._

She felt a tremor cut straight through her. Solvent pricked at the corners of her optics but refused to gather and fall.

 _::How could we have wasted so much time?::_

"You've no idea the pleasure its been to watch your relationship unfold with Optimus Prime for the last sixteen solar megacycles. Like one of those Earth drama programme's. I must admit, every new dribble of information Soundwave fed me was a delight." Megatron's jeering voice disrupted their moment like lightning. Her optics jerked up and burrowed into him with a new found resolve. "It was just the bit of drama I needed to break up the monotony of daily intel grind. It's a tragedy really that it was never fully realized. And with you so recently ascended to Cybertronian. Tsk." he shook his head. "If Optimus had lived, I could have enacted one of dozens of methods I've devised over the last year to use you to hurt him."

Phage really wished she did have a vial of concentrated acid rather than her laser scalpel in her subspace pocket. She would get a morbid satisfaction watching the sick grin run off his face.

Optimus didn't know which was worse, the pooling pit of dread forming in their fuel tanks at the realization that Megatron had been planning to use Phage against him, or Phage's own dark trail of thoughts. When she Sensed his displeasure with her, Phage flashed steel denta back at him in a savage snarl that would make Frenzy proud. The tender moment ran away between rapid fire thoughts that shot back and forth between them of excessive force versus necessity of defense. Between _dealing_ with a threat and having mercy.

Their moral conflict added fuel to their roiling cauldron of conflicting emotions.

It did not help that she was holding two conversations. On her physical body, her facial features shifted into a firm, unyielding mask of cool anger. Her voice shifted with her temperament, hard, punctuated, and clear. "The Autobots have the Matrix, Megatron. When they use it-"

 _::We have to be better than them. If you permit yourself to degrade to his level then there is nothing to set you apart from the monster you battle.::_

 _::I would be the vict-::_ Phage stopped the thought short. Victory at the cost of herself? That wasn't right and she knew it. What would be left of her spiritually, emotionally, mentally and physically if she went that road? Nothing she perceived she would like. Once again, she conceded to Optimus Prime's wisdom.

 _::I don't like that side of me. The temper, the anger...::_

 _::The simplest solution is to stop feeding it.::_

"Another fallacy Phage, really?" What had she said to Megatron just now? "You should do well to remember who you're speaking too." He depressed a button on his comm-link and a recording began playing.

Prowl's mellow voice shot through the comm-link dressed in stress. /Ratchet? Ratchet!/

/What?/ returned the chief medical officer. Immediately, Optimus did not like the tone of his old friends voice. There was a hollowness to it.

/You're sure Phage has the Matrix?/

/Yes./ came Ratchet's forlorn response. /It's gone from Prime's chest cavity. It's the only conclusion./

/Prime could have left it secured somewhere here at the _Ark_!/ popped off Bumblebee in hopeful fashion and Phage wanted to squeeze the mech in a bear hug. /If we can find it-/

/He wouldn't./ Phage's face continued to grow longer and paler as the recording went on, anger forgotten. She took a significant blow as Ratchet's voice continued to say, /The Matrix is always with him./

/Besides,/ echoed Hound's voice next from the playback, /I could smell Matrix energy all over her. She came into contact with it./

/She does anyway during routine quartex maintenance on Prime./ there again was Ratchet's weary voice and again Phage and Optimus felt like they'd been sucker punched by friendly fire.

/This was fresh./ Hound persisted.

/Well now Phage and the Matrix are gone./ restated Prowl tersely.

/And now their gone./ echoed Ratchet's voice. /I don't know what Phage was playing at. The only logical conclusion is that she took it./

"There's more if you're interested." said Megatron when he tapped another button and the recording shut off. "Laserbeak gleamed much when the Autobots regrouped after the battle. There was quite the interesting bit about your after shift phasing by your cousin Spike as well."

 _::Shit.::_

 _::Do not panic.::_ Optimus tried to interject and seize control of the situation as he was use to doing. _::Hold your ground and press what we rehearsed. We won't get another chance.::_

"That isn't evidence of anything." Phage tried for calm, and she knew she would have given way to temper or stress if Optimus wasn't reinforcing her resolve. "Just confusion! I told Trailbreaker the same thing I've told you and that I'll continue to tell everyone else-" her finger stabbed the bar top to literate her point. "I don't have the Matrix. You can make all the coercion you like, underhanded or otherwise, and it will not change the facts. As your surveillance confirmed, I am Ratchet's assistant. I aid him in a plethora of menial tasks, including Prime's monthly examinations- during which Ratchet often hands me the Matrix for safekeeping. Even if _you_ were telling the truth about the Matrix leaving a residue that only comes up under a dark light, my hands would be marked from my duty, not the battlefield."

"How favorable for you." He had the audacity to look bored. "I presume you're going to continue with this trail and explain to me that that is also why scans detect Matrix residue."

Phage deflated slightly. "No. I was actually going to say sparks produce a radiation burst when they expire," she gestured to herself, "and I was _right_ there when Prime's spark left its chamber. Given his spark's close proximity to the Matrix, it is a given that his spark alone radiates Matrix energy. Thereby, it only stands to reason that the Matrix residue I am radiating that everyone is so stuck on is from that."

The corner of his lips pulled up in a sneer. "How utterly convenient."

"It's not convenient. It's truth."

"Are you finished."

"No!" she fumed, steadily growing irate at his aloof demeanor. She shoved herself off of the stool, hands flexing between fists and stretching out again. Phage had the sudden urge to strike him across his face. She was half a mind to do it. Optimus's will was reaffirming not too. All the while Megatron did not so much as flinch at her movement, a testament to how little he actually feared her. "All of this is ridiculous! Clearly Optimus hid the Matrix and didn't tell anyone! Or perhaps he hid it just before the battle. Heavens if I know the whys or wherefores! I could postulate on it all day! But certainly it was a wise move given the turn of events and _your_ record for tearing the blasted bauble out of him to create more Decepticons! But the matter remains that I just don't have the damn thing and you're the one that's going to be left looking the fool when the Autobots discover it at the **Ark**!"

 _::The Matrix is not a bauble.:: Optimus had the audacity to grumble._

 _::I do **not** want to hear this right now.::_

Both Optimus and Megatron shared the same blasphemous injustice she had just served upon their species last hope of escaping extinction. "Bauble she calls it." Megatron expressed in a constrained whisper before his features settled into their customary frown. "Are you finished with your tirade? Good." he gestured with his hand. "Sit down and have a drink. Take the edge off your temper." When she did not immediately do as he said, Megatron snapped, "Sit. Down." Abruptly, the femme plopped into the bar stool hard with all the grace of the Combaticons- which was to say, none. "Drink."

Phage continued to be feisty with him by glaring down the goblet of radioactive, hands firmly pressed to the bar top, fingers straining as her and Prime wrestled over the matter of her vexation.

"I said _drink_."

"Return me to the **Ark**."

"You're in no position to be making demands of me." remarked Megatron brusquely.

"Use me as a bargaining chip for energon and supplies then! I have no other value."

Megatron broke into a slow trickle of laughter. "No other value? Dear Phage, you have more value than even you may realize." Megatron began with an air for patience, "If I am to believe your logic then I'm inclined to hold you here until one of three primary routes becomes available. Either your lying and that can be easily determined by breaching your subspace pockets, or I take your word that all of this is a ploy of Optimus Prime's will pre-termination, not as unlikely as that may be, and if it were and I were you I would be furious with the late Prime. As I am not, I should seize action and storm the **Ark** and end this cycle now. Or, I stay my hand and do nothing while I watch the pawns scramble on the board. When the Autobots find the Matrix at the **Ark** , as you insist they will, I swoop in before they revive Optimus Prime. That course saves me the trouble of searching myself and tearing apart my future base of operations. As you'll note," Megatron elaborated between stapled fingers, "any of the available courses are simple enough, especially the former. I've yet to resort to such tactics as I am trying to give you an opportunity to prove yourself willingly."

"Opportunity?" Phage said, optical ridges folding inwards as her tone became more incredulous as she went on. "You want me to join the Decepticons!"

"I stand on the precipice of complete victory. Simply put, you must for your own sake. If you insist on treading the path less taken, and the outcome of future events is indeed as you insist and Optimus is revived, you will suffer the consequences. As I only just illuminated, I have a dozen schemes ready to use you against Prime, and don't entertain the illusion I won't. I've personally ripped the spark chamber from a prior conjunx endura of his. As satisfying as it was at the time, it was so short lived. I've changed since then." She was staring at him, a mix of dread and cold fire pushed dangerously close to an edge. "What I would do to you would be much worse, just so I can watch the horror play out on Prime's face as I pick you apart and destroy him with the knowledge that everything you have done you did because you _loved_ him."

In the Infraspace, smoke poured in furious trails from Optimus's smokestacks. From the city-conscious to his avatar, Phage Sensed a rising rage like nothing her short bursts could compare. Hers were but violent flashy chemical bursts to a raging wildfire that could grow out of control.

She Felt Optimus's consciousness entrench deeper into her's not unlike a fierce embrace. With it, she Sensed two deep, painful scars and one much fresher. Touching one brought on a memory that contained a soul-wrenching scream. Immediately leaving that, she was hesitant to explore the others, but she understood. Three scars for three names. _::Phage, I don't know what I would do if he hurt you.::_

"But," Megatron added suddenly, his large black hands flattening against the bar top, "we both know the Matrix isn't with the Autobots. So really, there's only one primary course here- and that's you."

"I- what?"

"You're a horrible liar." Megatron stated flatly. "You have a tell when you do. So for all your _convenient_ explanations, you've undone yourself with minor inconsistencies, facial glitches and intel I've gleamed through Laserbeak. Medical assistant, inventory control, all while juggling you're extra curricular phasing jaunts? You're a busy femme, or something's not adding up."

Feeling their chances slipping away, Phage once again burst out of her stool. "I'm telling the truth!"

"You're trying to trick _me_ so I'll make an exchange with the Autobots for your safe return for a handful of energon cubes while you _Trojan_ ," her fuel tanks churned at the choice of name usages and she realized she should not have said _anything_ to Rumble and Frenzy, "slip back to the **Ark** with the Matrix. I don't think so, Bearer."

She scrubbed her face with her palms. She wanted to scream she was the rookie of the base but swallowed the words. Anything she mentioned now was not only useless but dangerous.

 _::Optimus!::_

 _::I'm thinking.::_ His own thought had an edge that belied his stress.

"Go on, have a drink, Phage." Megatron said as he raised his goblet, dark smirk in place, "In memory of Optimus Prime, my bitterest adversary and...strained relations."

Her hand was numb as her fingers languidly found purchase around the neck of the goblet. Megatron knocked his head back and downed the liquid in the goblet like a shot. Phage felt very much like doing the same and held off.

When the engex passed over her glossa, all she could taste was the burn. Megatron was either a terrible bartender, or the warlord preferred horribly strong engex.

* * *

The Autobot extraction team huddled together on a thin stretch of beach, high worn cliffs behind them, heavy cloud cover overhead and the pacific ocean before them deceitfully serene. A light fog clung to the area and wisped around their feet, obscuring visibility and nearly consuming Bumblebee and Spike in its hungry tendrils. Without the light of the moon, the Autobots blended against the beach and could have been mistaken for no more than a boulder to break up the monotony of the uninteresting stretch of sand, except for the eerie gleam of their optics and visors as they intently scanned the horizons.

Jazz stood apart from the small unit, a tightly pressed frown on his lips. Everything was his fault. Half-assed jobs irked him on a profound level, so he found himself unable to forgive himself for the blunder at the battle earlier that day. If he had just drove Phage straight into the _**Ark**_ rather than dropping her off at the entrance to cover her rear, Skywarp would not have been able to snag her up as he had. There was no excuse for his action, he could not blame it on battle rush. He should have trusted that the rest of the Autobots would cover them. The blunder was just sloppy. And as Optimus Prime's second-in-command, sloppy wasn't something he could afford. Neither could Phage.

They had very limited time, he reminded himself. He knew from firsthand experience the kind of tortures and interrogation methods Megatron and the Decepticons employed to get what they wanted out of hostages. Nor did Jazz entertain the thought that Phage, as a femme, was safe from any of it. Since reviving on Earth, Megatron had not held to his code of honor as rigidly as he had on Cybertron. The Decepticon commander was breaking Cybertronian law and his own word at an alarming rate. So much so that Jazz was genuinely concerned that Megatron would go so far as to Brand Phage to get what he wanted.

Jazz resisted the uncomfortable urge to scrub at his optics behind his visor. A rise of irritation rose up in him that lent itself to a tart growl. "Where the Pitt is Sea Spray?" Optics riveted to him and locked on as he broke the tense silence. "I swear to Primus himself, if he's high on Crysmagnetal again-"

"Don't get your wires in a twist."

The Autobot extraction unit jumped at the voice. The distinct whine of weapons powering on sprang from Jetfire and the Aerialbots. Jazz only barely kept himself from drawing his blaster.

The fog swirled and parted. Rising silently out from the dark ocean depths like an old phantom, dripping frigid salt water and treading straight towards their unit was Sea Spray. The old salt's wax and finish were peeling from salt water and sun exposure. Before Perceptor's invention of Corro-Stop, Sea Spray's armor would wear signs of rust by the time he'd show up at the Ark for maintenance. But Corro-Stop did nothing to disguise the old weave of battle scars on the veteran that he bore with pride. Some as old as the Simanzi Massacre.

Sea Spray of the Forced Flood, an old M.T.O. dropped into the Simanzi Massacre, the single worse hell hole of the War that raged for generations.

"That only happened once." He deliberately popped a thin sliver of Crysmagnetal into his mouth as he approached, eyeing Jazz over as if daring him to say something. "Negative affects occur only when consumed in large quantities. But in small doses I've found that my armor absorbs its unique properties."

"Crazy son-of-a-bitch." Jazz relaxed his grip and allowed himself a lopsided smile as he met Sea Spray half way. "There you are you old barnacle!" Their hands clasped at the forearm in customary Autobot greeting. Not far behind him, Jazz heard the Aerialbots and Jetfire reset the safety on their weapons before approaching with Spike and Bumblebee.

"What's the situation? My recon report wasn't due for another decacycle." Sea Spray's grizzled water clogged vocal processor always sounded as if he were half drowned. "I had to rush here to meet you when I got your encoded message- not that it explained much." He inclined his head, visor flashing in the direction of the rest of the extraction unit. "The fly boys are here? Something big- It can't be a full on assault, Optimus Prime isn't here." he deduced as he laboriously munched on the thin sliced cut of Crysmagnetal. "The Decepticons snatched someone up again. Not Spike I see. Carly?"

"Prime is terminated."

Sea Spray's head snapped back to Jazz. "How?"

"How else- Megatron."

Sea Spray hissed, and the sound came off as water evaporating under intense heat. "So that leaves you in charge."

"The high and low of it."

"What's this all about then? I'm being called back to the **Ark**?"

"No." Jazz said. "I need intel on the Decepticon sea base. Recent activity. New buildings? Defenses? Did they ever get those shields up?"

Sea Spray guffawed. "Shields? Under water?"

"I'll take that as a no. Sensors?"

"Are a mess." Sea Spray supplied, chewing away. "As always. The 'Cons don't bother with their scanners the majority of the time. They're too busy to check on schools of fish."

"Perfect."

Sea Spray inclined his head. "What's this about? Who we after?"

"After Megatron terminated Optimus on the battlefield he took Phage as a hostage."

"The femme?" Sea Spray's optical ridge rose up his forehead. "What would he want with her? Better yet, what was she _doing_ on the battlefield? Did she finally get those upgrades? Was the **Ark** breached?"

"No and no. She rushed onto the battlefield to repair Prime."

Sea Spray's visor flashed in alarm. "She got _between_ them! And _lived_ -?"

"It gets better." Jazz's grin had steadily grown to the wild grin of the Cheshire cat. "Optimus made her a Bearer."

Sea Spray spat out the crushed remnants of his Crysmagnetal chip. "She has the Matrix!"

Jazz nodded vigorously. "You up for this, you old barnacle butt?"

"Please, miss out on an operation to steal the Matrix out from under Megatron's ol' olfactory to revive _Prime_ himself _and_ save the lovely Andromeda from the kraken?" Jazz understood the metaphor but the rest of the extraction team looked confused. "How many 'bots can say they have _that_ on their Autobot service record?" His battle mask slid into place over his devilish grin. "I've been scouting the weak points in the Decepticon sea base's sensor grid for months. Give me her energy signature and I'll lead you right to her undetected."

"That's _exactly_ what I wanted to hear." Jazz's grin wrapped audio to audio. "So, here's the plan-"


	6. Engex

**Author's Note:** I'm sorry this took a bit to get out. I thought I would have it out sooner than I did. The majority of it was already written I just had to figure out how to stitch it all together and in what order. I actually had to break this chapter in half again. Megatron like's to ramble apparently, and I didn't feel like cutting out huge swathes of this scene just to get a chapter out. Also, before I forgett, Ariel and Elita-One are two seperate entities. I believe I read over at the TFWiki they were originally suppose to be except fans pointed out they looked alike so the creators rolled them into one. I'm taking creative liberty and breaking them back into two.

Also I'd like to say a special thanks to the guest that left the nice review and to everyone who continues to come back chapter after chapter! It warms my heart to see other people are enjoying this story beyond myself.

* * *

 **'My love is vengeance, that's never free.'**

 **-Behind Blue Eyes, The Who**

* * *

 _::Does all engex taste like this?:: asked Optimus suddenly._

 _::No, Radioactive isn't suppose to taste like this. Megatron mixed it too strong.:: Phage's aurora ribbons spiked suddenly in shock as she finished processing his thoughts. ::Have you never had engex?::_

 _The scintillating Cybertronian script and numerical code that glittered in the backdrop turned a shade of soft rose petal pink and began to glitch. Optimus's avatar stared at her strangely. ::No-.:: he drawled out uncharacteristically. ::I have not.::_

 _Phage gaped at him. ::How is that **possible**? You're **nine** **million** years old!::_

"I believe I know what drew Optimus Prime to you. Your resemblance to Ariel is uncanny."

Phage could not help her response to Megatron's statement, she was still reeling in shock and scrambling with Prime to fix two separate situations requiring two entirely different responses. It was the second time that day that the name had come up.

"Who?" she asked tersely.

When Megatron's lip components quirked upward in an asymmetrical grin, Phage realized that was exactly what he wanted her to ask. Why, she couldn't fathom. She Sensed Optimus tense, resulting in her own muscle cables growing taut and squeezed the goblet of Radioactive in hand.

" _Ariel_ ," Megatron began slowly while placing great emphasis on the femme's name, "was Optimus Prime's _first_ conjunx endura."

 _Ah,_ was Phage's only thought on the matter and she was content to leave it at that. It was so simple a thought that carried with it a myriad underlining emotions and thoughts that Optimus took, divulged and cataloged. A single, simple thought that boiled down to the fact that she didn't care if she looked like Optimus Prime's first conjunx endura. In all of the infinite universe, there was only so many different combinations a genetic code could produce before it replicated a result. That was simple fact. So did it bother her- no. How many romance comedy movies had Hollywood created around that very notion? It was cute, romantic, enduring, eternal...

All of which was not so enticing with Megatron doing the reveal. And she figured that that, perhaps, was his aim.

She Sensed Optimus's consciousness squirm uncomfortably in her cranium, the sensation not unlike an awkward adjustment in a seat that just wasn't the right fit. Along their open neural pathways, Phage detected that Optimus was frustrated by the turn of the conversation and embarrassed.

 _::By the Spires of Iacon,:: Optimus's thought was moody, ::why is he bringing her up!::_

 _::Optimus, it's fine.::_ Phage tried to sooth Prime's ego internally, but too no avail.

 _::No.:: Came his quick hard response. ::It is not.:: Phage could feel Optimus's glare in her cranium, not at her but at Megatron._

"Permit me to elaborate with a bit of back history." Megatron began of a sudden, "Before the war, Cybertron was ruled by a functionist government that dictated your alt mode designated your future. Yet, it was also law that all femmes were alt mode exempt. Their function was designated by the fact that they _were_ femmes. All of them were pressed into one of two functions- communications or entertainment, and the latter was not always the glamorous life you'd expect."

"When _is_ it." Phage smarted off.

Megatron made an indistinguishable noise, perhaps almost a grumble, or an acknowledgment before he continued. "Ariel was lucky in that she was rolled into communications. She interviewed me in the very early days before the War, _before_ I realized violence was the only way to change things." Phage's optical ridge shot up her forehead, but she otherwise said nothing. "It was through Ariel that I met Optimus before he was ever the Prime. At the time he was just a dock worker struggling to make a lateral shift into enforcer. Small changes were permitted like that, as long as the alt mode fit." Megatron refilled his goblet as he carried on but paused, considerate, his optics on his special blend of engex. "The three of us use to grab energon together and chat."

Phage realized only at that admission why she had Sensed that Optimus felt this situation was so eerily familiar from the moment she walked into the Decepticon bar, just as she Touched on another of Prime's memories as if she had the personal pass code to bypass Prime's security.

 _/_

 _ _The three of them sat at a table for refreshments in Iacon. Burning silver gold light streamed through the windows from Cybertron's sun- Prima. Megatronus and Ariel were laughing at his narration of some minor hilarity Dion had gotten himself caught up in at the Docks the day before. He had his arm draped around Ariel's shoulder struts, grinning like a fool as he listened to her silvery bell laughter. His optics darted between Ariel and Megatronus and finally settled across the table on his friend, catching Megatronus's bright blue optics as they shifted off of Ariel and onto him. The glass of energon was pressed to the bottom of Megatronus's lips, his smile above it and crinkling his optics.__

 _ _/__

Optimus cut the memory off as if he'd blasted it with his rifle with his unfailing accuracy and precision. Phage got no more of it, but the fleeting glimpse of the memory had been jarring. Phage was left stricken, as presently Megatron sat across from her with his goblet of his special blend of engex pressed to his bottom lip, calculating frown etched into the hard planes of his weary opticed face above the rim of the goblet.

Old habits die hard.

Megatron said nothing to the sudden drawn shift in her features as he carried on in his narration.

"Good things never last. In time, I was labeled a political dissenter and an anarchist. Orion Pax- Optimus Prime's name at the time, couldn't entertain relationships with the likes of mechs such as myself as he entered the enforcer academy. Our friendship became _strained_."

 _::Now he's mocking me.::_ Phage thought.

 _::Mocking? No.:: supplied Optimus as his avatar in their joint mindscape reaffirmed his hold on her hand. ::What Megatron believes he is doing is teaching a lesson.::_

 _::About what?:: came her moody thought._

 _Optimus did not answer, but the unspoken notion she acquired was to wait and find out while Optimus tried to devise a plan. Only, Phage felt, that wasn't going to be possible. The conversation had Optimus sidetracked._

"Multiple times he was tasked to apprehend me for speaking out to prove himself to his new enforcer brethren. Ariel became the thread that linked us in more ways than I believe even Optimus knew." Megatron paused, glancing between his engex and Phage. "Ariel loved us both."

The color drained steadily from her face as he went on. A sense of gut wrenching sickness stabbed at her fuel tanks, but the slow steady fire that ignited and continued to burn in her chassis wasn't Phage's familiar quick temper- it was Optimus's steady burn that could rage like a wildfire if ignited and left unattended.

 _::That's a lie!:: Optimus's thought was hard, crisp, and roiling anger beneath the surface. Phage said nothing. There was no room for her to interject._

"But I was the one eventually prosecuted by a ghost trial and sentenced to die in the gladiatorial pits of Kaon. Did Orion Pax look for me? No." Megatron's face sneered at the memory. "Strained relations." this time he did mock heatedly before continuing, "It was Ariel, not Orion, who tracked me down to Kaon. She begged me to escape, she had everything all planned out but I refused. If the Council meant to silence me, I meant to defy them at every step. I chose the path I realized would lead to the only way to reform Cybertron. She visited frequently," he carried on, tones uncharacteristically sentimental, "after every fight she was there to greet me as victor, to check on me. To oversee my repairs and feed me vital intel that I requested. As a femme, Ariel had access to places and locations I could never hope to gain at that point in time. In fact, it was through her that Soundwave came to me."

"You met Soundwave because of-!" Phage was reeling at Megatron's narrative like any historian or archaeologist just uncovering an interesting tidbit of ancient lore. On the other hand, Optimus danced between anger, shock, and straining patience that dampened Phage's emotions like cold water to a flame. The conflicting emotions and polar opposite thoughts collided, and rather than allow them to blow up, Phage allowed herself to give ground to Optimus. It was inappropriate to get excited about something like this. Ultimately, she didn't finish her sentence, and for Megatron she didn't need too.

"Yes." Megatron continued, unfazed by her interruption. Rather, her interjecting seemed to embolden him to continue in greater detail. "Through her connections to the upper class society, I learned much about Soundwave before I ever met him. She was the one who suggested he would be great for my cause and eventually approached him at a gala on my behalf."

Megatron inclined his head to one side as Phage's optics dropped to her engex, her head drooping with the motion. Megatron swept her appearance in a single glance, noting that despite her surprise, her shoulder struts were stiff and her fingers strained on the neck of her goblet of engex, and revealed nothing of his note of her.

"Ariel was a vital thread to my operations in the early years, even keeping Orion and I in contact, but more than that. I did love her as fiercely as Orion. And that, among other things, led to conflict. Inevitably, Orion and I had a falling out. Shocking, I know." The dry humor from Megatron startled Phage but Optimus was unmoved. "And regrettably, Ariel was caught in the crossfire when she chose _him_ over _me_."

"If you honestly think this is going to go where I think it is," Phage said suddenly, her optics catching his, "then you're more degraded in your processor than I realized."

"You?" Megatron barked out a singular hard laugh. "Is that line of processing common among humans?" Her cheeks colored a vibrant blue. "Noting your similarities wasn't meant as an insult _or_ insinuation. Ariel was intelligent, daring and beautiful. You share those qualities, but it ends there. You Phage are otherwise abrupt, loud and uncouth, lack simple grace and have a quick temper."

Phage pulled back from the bar, her face twisting into mild irritation. She did not know it, but the backhanded compliment, even from someone such as Megatron, was exactly how Starscream felt on a near day-to-day basis.

Megatron's cranium inclined to a minor angle. "I wonder if your attitude would have been the same if Optimus had been the one to spin you the tale. It would have been much different I assure you, a pure innocent romance cut tragically short."

 _::Because it **was**.:: Optimus seethed, thin trails of smoke streaming from his smokestacks while the twinkling Cybertronian script and code that filtered behind him began to flicker like fire. His larger hand began to squeeze her much smaller one harshly, resulting in a hairline strain headache pumping in her cranium._

 _::Optimus...I can't believe **I'm** about to say this, but stay calm.::_

 _::All of it is lies, Phage! Every word of it!::_

 _::Optimus, why would Megatron lie to me about any of that?::_

 _She felt his conscious grope for words to form coherent thoughts, but none were forthcoming. Instead, to Optimus's abject horror as he scrounged his data banks all he could come up with were long periods of Ariel's absence that she told him were just long leads on a prominent job. Then, she started warning him to stay away from Megatronus and the Decepticon uprising. Cut ties with Megatronus, and get out while he still could..._

Phage's avatar ducked her head, and so too did her physical body as she took a particular interest in the neon green glow of her engex. Suddenly, she took another swig and pulled yet another tart face. It wasn't settling right in her fuel tanks. Worse yet, Phage felt it spread like wildfire through her systems and heat her face. The stuff was disgusting. Megatron had severely undercut the sweet overtones. He probably preferred his engex's with a harsh burn. Her optics mulled over his goblet of special blend and blanched at the thought of what _that_ tasted like.

 _::You know,:: Said Optimus suddenly, his antennas were lopsided as he inclined his head to one side, ::I've never condoned of excessive engexing.::_

 _::I've had like- **two** sips!::_

 _Phage abruptly became aware that the neat and orderly lines of Cybertronian numerical codes and elegant script weren't so straight-edged anymore. Letters and numbers were drooping out of line while others simply took a sudden curve into a dive bomb._

 _Her avatar's jaw dropped open before swiftly snapping close. ::Optimus? Op- Oh. My. **God**. Are you **buzzed**?! Don't you **dare** leave me alone with Megatron!::_

"The true story was a far cry from that. Ariel loved the power I was gaining and the promises I was making to liberate all Cybertronians of the functionist government. I was the one pushing for revolution. And what did Orion Pax have to offer her? Nothing. He stood shackled to the very government he wanted reformed. Going so far as to befriend the very head. The self same government that Ariel despised. Orion wanted reform from within-though I warned him it was impossible. The Council sought to use him while I fought back. Ariel's only grievance was my increasing methods of violence, not that it plagued her conscious enough while I fragged her processor out."

Every mention of Ariel's name summoned small bite-sized memory segments from Prime reminiscent of very personal three-dimensional, all sensory included, laser etched photo snapshots. A laugh. A warm smile that touched beautiful energon blue optics. The glint of the sunlight off her white and pink color scheme. The two of them racing through the streets of Iacon. The feel of his lips pressed to hers. The touch of her slim fingers as she traced the seams in his armor and as he did the same, following her sleek, athletic curves. The scent of the fragrant wax she used for her finish. The rush of euphoria when they interfaced. His tender love for her.

"You corrupted her." Phage's voice was a vicious growl, an edge too close to personal. The burn in her chassis became arsenic. Her optics flared momentarily as Optimus seized control and spoke through her. The engex was weakening both of their willpower's to stay focused on the task at hand and became steadily more and more drawn in by Megatron's narrative.

 _Phage perceived matters differently than both of them, but her thoughts did little to cool Optimus's temper when she meekly suggested,_ _::Maybe it's not what Megatron thinks it was- maybe she was undercover for some outside source? Deep undercover...?::_ It was a nine million year old scar viciously torn open with no answers that would ever come to heal it. Ariel was long dead and gone.

Optimus did _not_ want to hear her input.

"I _loved_ her." Megatron announced in response to Phage-Optimus's accusation. "I made her promises to be my conjunx endura when I claimed Kaon." The admission shocked her more than the dry humor had but Optimus was reeling and seething, falling easy prey to his temper through the engex. "I would have given her _everything!_ But I lost her to Orion Pax. _Orion_." the words seethed from his vocals like volcanic steam, the memories upsetting Megatron as much as they were Optimus. "He turned away from me too, and when I confronted him she got between us."

Phage kept her lips magna-sealed to keep any more words from slipping pass her lips from Optimus while he thundered and raged in her head.

 _ _::She was never yours! You're the one that shot her, Megatron! You!::__

 _There was more. An entire speech worth she had to silently endure from the raging Optimus Prime, complete with inebriated pronunciated slurs and stutters. It would have been hilarious to actually hear Optimus Prime come apart like that if it had been just the two of them as friends in a private social setting. Instead, it just stressed out Phage's already thin nerves._

Beyond her situation with Prime, Phage did not think she had ever felt more uncomfortable in her life. Maybe her and Ariel had more in common than she realized-to an extent, if Megatron's narration was to be taken as true. She was trapped in the middle of the two as assuredly as it sounded like Ariel was. Unlike the femme, Phage desperately wished she could phase right out of existence and escape through the floor. Not for the first time, Phage cursed the damn null-restraints.

"I swore I'd get vengeance on Orion- and I did." Megatron's denta flashed as a smile spread from audio receptor to audio receptor. "You see, Optimus Prime can't stand to be alone. He's one of _those_ types. He never learned that a conjunx endura is such a dangerous thing. When the War was fresh and everything was falling apart at the seams I learned he had taken a second conjunx endura- Roller was his name. _Yes_ -" Megatron's sigh and roll of his optics feigned on the dramatic, "the same name of his damn recon drone. You see the layers now? I had the Seekers track Roller down, lure him into an ambush, then made Orion watch from the safety of his enforcer headquarters while I ripped out Roller's spark chamber." The wide grin on Megatron's face made Phage sick and Optimus's anger burst into rage. Suddenly, the Decepticon Commander tapped his cranium. "I can still replay Orion's scream over in my processor."

Phage recalled the soul-wrenching scream from one of the three scars and her fuel tanks turned violently.

Optimus seized control and shoved away from the bar, leaping to their feet in an uncoordinated stumble. Vulturous, Megatron's crimson optics followed her every movement.

 _::Optimus! Optimus no! Nonononono! Stop! What are you doing?:: shot off Phage in alarm while her avatar circled from his side to in front of him in the Infraspace, and placed both hands against his chassis, open-palmed. ::Optimus I can't go toe-to-toe with Megatron! Op!::_

Under Optimus's control, Phage's body backpedaled from the bar, fingers flexing around a rifle that just wasn't there. The urge to punch something hard or scream or both was all too strong.

Abruptly, the femme burst into a sudden violent outrage, grabbing the nearest table and flinging it across the bar. A chair followed suit. Commanding Phage's body, Optimus went to grab another chair. From the sidelines, Megatron patiently waited for the clamorous commotion to die down, admiring her violent outburst with a smirk before indulging with a sip of his engex.

"Well I see your grasping the depth of the lesson after all." Megatron intoned gently. Neither Phage nor Optimus heard him.

 _::Optimus love, please! I know this is hard and painful to hear from him-::_

Her body seized up before she could throw a third chair. Instead, her fingers dug into the back seat with such a crushing force that the joints in her fingers hurt. Driving her body, Optimus leaned forward over the chair, using it as both support and a means to anchor them to reality. Utilizing it as a last bastion to collect himself in the optic of the storm.

 _::What did you just say?:: A jumble of confusing thoughts passed between them as the two struggled for clarification over Optimus's question, all while Phage's cool consciousness tried to assuage his- an effort as tedious as tides whittling away stone and rusting metal._

 _Finally, Optimus reaffirmed, ::You called me love.::_

While her body's optics widened and focused on nothing but the empty seat below her, Phage's avatar gawked at Optimus's.

 _::It's just,:: she struggled for clarifying thought, fighting pass the spell of the engex, ::a saying. A phrase. It felt right.::_

 _::But you do love me.:: his thought was raw and sensitive. ::Despite all of...this?::_

 _There was no need to answer that. Megatron had patiently fished that realization out of her already and the shock of acknowledging that emotion in front of Megatron while Optimus piggybacked her processor wasn't so much embarrassing as just numbing. For Phage, it was a fact that Alicean had loved him and for a time Phage had thought she had the right to those emotions too, until she caught an audio of one Earth news segment Jazz was watching one day discussing her rebirth that triggered months worth of soul-searching 'who am I?'_

 _Optimus had tried to mend the divide with his own experience._

 _Megatron had inadvertently bridged the gap._

 _She had to put her personal demons to bed. She did love Optimus. She just had allowed herself to get buried under life's tribulations. She was so oblivious to everything around her when she did that._

 _::Yes.::_

 _Optimus blinked languidly down at her and carefully plucked both her hands off his chassis and encased them in his own, the admission a balm to his eons old pain. His optics, his conscious, bored into her own, imploring, hurt. ::Then why are you with him?::_

 _She knew what he meant and she fell into the defensive. ::He approached me first! Why do I- no! **No**! We are **not** doing this now! I can't believe I have to tell **you** to focus!::_

 _::But-::_

 _::Optimus I **swear** to **god** , I will bitch slap you. Do you understand, solider!::_

 _The twinkling, glitching Cybertronian script and code of Prime's conscious thought processes shifted in hue from pink to red and dropped momentarily to purple before hitting a hard U-turn and drifting back. Phage tried to ignore the sudden shifting colors._

 _::I don't want to fight you.:: Even with his battle mask in place, Optimus managed to pout, his liberty blue optics wide and reflective of his internal conflict she personally was undergoing, but she Sensed his inebriated conscious switch roads noisily. ::How am I suppose to protect you like this?::_

 _::You mean how am I suppose to protect you!:: she shot back._

 _Phage Sensed Optimus desperately trying to subspace his anger and pain roughly aside, using her hands, of all things, as a focal point for clarity. There was a stretch of silence between them before Optimus spoke, changing topics abruptly. ::Megatron is right. Initially your facial similarity to Ariel is what drew me to you. But, I never got to tell you your capacity to create rather than destroy is why I fell in love with you.:: His optics locked with hers, noting the pout on her lips and the crease between her optical ridges._

 _::Optimus I- I haven't painted in years.:: Phage struggled for thought, torn between needing to look sane in front of Megatron while preoccupied with trying to calm Prime. ::But... I have been working on creating something with Wheeljack...::_

 _::That Project?::_

 _::Yes.:: and that thought carried with it a hint of an underlying image, a vague concept of the Waiting Room Project. As always, Optimus tilted his head in his characteristic way of receiving a transmission, took a nanosecond to divulge its contents, and his optics widened._

"It's good you're realizing the danger you were in when Prime was functioning." Megatron's laugh was dry but it got the femme's undivided attention. Her body twisted at the waist to address him. "I wonder," Megatron continued levelly, "would you have swooned if Optimus told you his variation of the tale, enraptured by his voice like all the other fools he's swayed behind the Autobot badge? Would you have romanticized the novelty of your similarity with Ariel with him? Soothed his grief when he brought up Ariel and then Roller's termination?" As Megatron went on, his lip components pulled up into a sneer. "Such sappy fantasization is what made it easy to plant my double agent."

"What?" Optimus's tone was dark and razor edged through Phage's vocal processor to match the look she threw Megatron's way over her shoulder strut. Phage's general passive tendencies fell beneath the full front of Optimus Prime's inebriated will and rage as it was rekindled.

"As I mentioned, Optimus was one of _those_ types that can't be alone. And I seized on that."

A slow, horrifying realization dawned in her optics and spread to every fiber of her being. Little did Megatorn know that the look was from Optimus Prime. "Elita-One."

With the one name, Phage was battered in a storm of memory snippets not unlike when she was with Ariel. At the center of each was a beautiful femme of sleek curves, confidant gait and calming measured vocals that turned seductive in her inner audio. Flash points of memories snowballed across her mindseye: Elita-One in battle catching missiles and redirecting, handling herself masterfully with martial arts in hand-to-hand, Elita-One deadly in her aim with her blaster. Elita-One seizing higher and higher rank. Elita-One taking command of the Autobot femmes. Elita when she first flirted with Optimus, when they first kissed. Intense memories of them interfacing. When they became conjunx endura.

When Phage had first met the Autobots as Alicean Witwicky, she had drempt of what a femme would look like. Wondered and pondered and fantasized on paper. Gleaming a true Cybertronian femme through Prime's memory was exhilarating, until reality crashed in. If Megatron's word was true, the gorgeous femme was Cybertron's original Cleopatra, thee femme fatale. A master manipulator that had deceived every Autobot officer and Optimus Prime for millions of years.

If any of it were true, Cleopatra should have taken lessons from Elita-One.

Optimus loved Elita-One. He missed her. She was supposed to have been on the **Ark**. The launchpad was bombarded. He watched her terminate. Elita-One had been dead four million years but it was only sixteen Earth years for Optimus Prime. And in the dawn of the Autobot's revival, Optimus had met Alicean.

Megatron was right- _again_. Optimus was one of _them_ that couldn't be alone.

Phage couldn't look away from the memories in her own head. She could only feel as if Megatron had slammed her in the gut.

Elita-One had been gorgeous.

Ariel too, if not the seductive femme fatale, she was the hot, plucky opinionated reporter.

Both were pink. Why in the world-

For the majority of her life, Phage had hated the color on principal for what it represented for decades in American culture.

She reminded Optimus and Megatron of Ariel? How could she? In comparison she was...nothing.

 _ _::Phage...::__

She bucked Optimus's grasp. Took the opportunity Megatron presented and tried to mentally, violently tear out the cable work Optimus had been working through her psyche as her avatar fled back to the undersea. Phage missed the Grey. She needed distance.

She wanted Prime out.

 _None_ of this was suppose to happen.

 _Optimus stared after her sadly, hands frozen in pose where last her hands had touched them, fingers grasping emptiness. ::Megatron wanted to expose your love for me to strike at it. He's relating all this information to drive you away from me.:: His optics found hers in the dark of the undersea, swathed in the cool cavernous shadows she was use to. Phage refused to meet his gaze. A sobering realization hit him then, where he had been absorbed in the pain the revelations and trip down memory lane brought him, the jeering and threats had hurt her for other reasons entirely. ::And it's working.::_

 _::I'm not against you!:: Phage retorted, distressed. The undertones of the thought belied her conflict and exposed her hurt. It wasn't a lie. She wasn't against him. ::I-I need to breathe is all. It's one thing to find a picture of an old flame and another thing entirely to find a risque video.::_

 _::Phage.:: Dealing with two entirely different battlefronts that required completely opposite responses was taxing them both. Optimus floundered for a way to fix them and deal with Megatron. ::I-::_

Her avatar as well as her physical self bit her lower lip and scrubbed at her face. _::Later.::_ Later was quickly becoming their go-to. _::We need to stay focused on the target.::_

"You've been thorough in your studies. Good, that saves a lengthy explanation. Yes, Elita-One. It was easy to plant her when a terrible war crime was perpetrated against a femme known as Greenlight and was threatened to be shoved aside because of legal wording in the Tyrest Accord failing to designate femmes as well as mechs."

Phage balked. :: _Men_.:: Drag up any piece of Earth legislation from a century back or Cybertronian Tyrest Accord. It didn't matter the planet after all.

"I seized the opportunity to sit down with Optimus Prime and write out the Greenlight Travesty Accord, an amendment to the Tyrest Accord that would not overlook the mistreatment of femmes in the war. In actually, it was my go to to brush aside why Elita-One was never severely harmed when we captured her – which was, on average throughout the war, frequently." Megatron shook his head, the waver in his voice belying the laugh that wanted to explode out. "Optimus was always so gullible." Suddenly, his optics dropped to her goblet. "You haven't finished your drink."

"Fuck my drink!" Phage snarled at the same moment Optimus was roaring in her head; _::That's a load of-::_ "- _lies! All of it!_ "

Optimus's rage and Phage's indignation had long pooled into one. Her thoughts finally turned to the laser scalpel in her subspace pocket. Acting on a sudden whim, Phage summoned it forth. She felt the laser scalpel materialize in the palm of her hand, felt the slender handle between her slim fingers, the light of the subspace so minute to not draw attention to her action. From Megatron's perspective, her action was nothing more than another subtle flex of her fingers.

Optimus did not even try and stop her from tapping her subspace pocket.

One lucky plunge, she reasoned with Prime, and she could severe the spine at the base of Megatron's neck just as the Decepticon Commander had done to him at the onset of the Battle of New York. Cut the motor relays. Megatron would be helpless. It would be short work from there to cut into his chassis and stab at his spark chamber.

Phage was banking on a nat twenty but guaranteed a true strike with Optimus's five million years of combat experience there to guide her aim.

Emotionally overtaxed and mentally strained to the breaking point, Phage's hard coded Witwicky temper exploded. "If Elita-One was a Decepticon double agent why not just _assassinate_ Optimus Prime? Actually, why in god's name are you _telling_ me _any_ of this?! You could have reminiscent about any old war story! Instead you had me dragged in here to call me a liar, tell me the difference between loyalty and love, then rub Prime's exes in my face and tell me to enlist with the Decepticons! Where the hell is the fragging logic in _any_ of that!"

"They _are_ old war stories-just not what you were expecting." he replied calmly, meeting her murderous glare with his collected gaze. "Would you have preferred I told you about the time I nearly terminated Optimus Prime during the Simanzi Massacre? Or the first time Optimus Prime and I battled on Sherma Bridge? I'm sure Optimus must have already told you his side of half the war stories I could relate. I presumed you may have wanted to hear something fresh." Nonchalant, Megatron took in Phage's frustration as she cycled air heavily through her olfactories, cheeks burning a vibrant energon blue and muscle cables so tense she was close to trembling. Megatron's abrupt, low laugh jostled her. "It's invigorating seeing how close you wear your emotions to the surface. At my age, everyone just wears masks- and not just literally. Tell me, what _are_ your thoughts? That you want to strike at me on Optimus's behalf? Shame. I have only tried to extend platitudes."

It was Phage who growled, "I can tell you where you can shove your platitudes."

Megatron's face crumbled up as he cycled in air through his olfactory and held it. Dark shadows crept in over his heavy brow. Slowly, he cycled the air back out through his olfactory. When he spoke next, his tone dripped to tutor sweet empathy that made her and Prime sick. "Your _devotion_ is what I've been trying to patiently explain to you is unhealthy when it comes to Optimus Prime. I thought you were grasping that very concept. He has had three conjunx endura's and lost all of them." Megatron held up three black digits to literate his point and dropped them back one by one before he flattened his hand back against the bar top. "Ariel and Elita-One weren't even loyal. If events had continued as they were, you would have become a fourth. You still _could,_ " Megatron proclaimed with dramatic emphasis, "if some fluke of fate strikes as it always seems to do with Optimus Prime and reverses the battle's outcome." Phage bit her bottom lip hard to keep her face schooled to neutral. "Now that you recognize your _love_ for him however, heed my advice and abandon it. Absolve yourself of your ties to the Autobots."

In the Infraspace, Phage and Optimus's avatar's turned to address Megatron as one, a steady realization dawning between them. "You want to break me."

"Those words are harsh. You're implying I'm forcing you to do something when I've done nothing of the sort but simply talked." Megatron waved to her vacated seat. "Sit down and finish your goblet. You've barely touched it."

"I don't want your damn engex."

"I command you to-Sit. Down." The authority in his voice was imposing. Phage flinched but Optimus did not stir a step. Megatron's voice softened as he added, "You've yet to trade stories with me about Optimus Prime."

 _ _::How about I command my scalpel through his throat.:: Phage thought darkly. ::I have an idea, Optimus.::__

 _ _Optimus inclined his head dramatically until it was comically resting on his shoulder strut. His liberty blue optics blinked languidly back at her, large and patient.__

Under his critical optic, Phage struggled with some internal decision that Megatron felt really required no thought at all. A small wave of triumph wormed its way through his systems as her muscle cables eased up and the rage eeked out of her fine chiseled features, leaving her looking weary and hollow. When he spoke again, his tone was as sympathetic as thick sweet syrup. "I understand this is difficult for you, Phage. Optimus has been quietly grooming you for years, but you now have the chance to break away." he waved his hand dismissively at her vacant seat, ignoring her sharp glare at his dark implication. "Come now... Join me. Finish your drink."

The femme walked the few steps back to the bar and regained her seat. Her white fingers of her left hand gripped the neck of the goblet, brought it to her white lips and drank. She pulled a face at the harsh burn and blinked hard.

 _In the Infraspace, Optimus's string of script and code flickered out of existence one by one while others dropped completely out of line and disappeared. Prime's avatar soon swooned and dropped to the metallic beach front, hitting his aft hard on the surface. Phage drifted back to his side, stumbling as she went and dropped down heavily next to him herself, resting her weight on one arm. While sitting, Optimus careened and face planted into the crook of her neck._

 _::No more engex. Please.::_

 _::It's not exactly like I haven't tried to say no.::_

 _If not for their situation, the suspicious narrowed optics that played across Prime's face would have been comedic in his engexed state. ::Something's wrong.::_

 _Phage found a comfortable spot to rest her cheek on top of Prime's helm. ::With the engex? How cliché would that be.::_

 _::Wha-no. I meant," Prime's thoughts were hard to formulate, ::Megatron hasn't demanded the Matrix from you. Not...exactly.::_

 _She hmmed and hawed. ::Didn't he- I thought, he said...wasn't this just to mourn your passing?::_

They both missed the quirk of a grin that picked at Megatron's lip components as he watched her indulge in a third sip.


	7. Distant Thunder

**Authors Note:** I would like to take a moment to apologize for the long delay between updates. I got hung up on trying to write a suitable conclusion to the scene between Phage and Megatron. I felt it was their conversation. Megatron wouldn't shut up. No matter how I tried to edit or shorten his sections it felt wrong. Nineteen drafts later, I finally realized that it wasn't their conversation that was bothering me -but the ending! I had to give Phage her due. Uuuuuggghhhh! While I'm trying to fix that mess, I'm uploading what was the first six pages to the chapter as its own piece.

Additionally, I would like to apologize for the fake Chapter 6 update. Half of people who click the first chapter drop off from chapter one to two so I broke it into two separate pieces in the hopes of drawing in more readers. It was something that was bothering me since posting Resonance and was finally brought up by **Tennoda**. Thank you for commenting about that, it really was a problem.

As a side note, I did some digging and finally found the term synthoplasmic to describe the flesh-looking metal of the Pretender Transformers. I intend to replace that word from now on with the 'flexi-metal' term I was using to describe the flexible metal of the Cybertronian faces and Phage's synth appearance.

Before I forget, I would like to say a big thank you to **StormSpark** , **Phoenixless9819** and **BarrelRacer1205** for favoriting and following Resonance! Thank you all for your support!

* * *

 **"Death is not the greatest loss in life. The greatest loss is what dies inside of us while we live."**

 **-Norman Cousins**

* * *

 ** _Stall. Redirect. Organize._**

"You want me to do what?"

Prowl never once looked up from his datapad in hand to address Huffer's dour retort to his previous order. The inevitable resistance and surly disposition from the minibot had been calculated with one-hundred percent accuracy. As with predictable data, Prowl did not bother to give it his full attention.

"Ratchet requires replacement exodermal shells and essential component parts for half the crew if we are to stay on schedule and get everyone repaired. I've already uploaded the list to your personal computer at your forging station. And if you will excuse my exercise into tautology Huffer," the mech in question grumbled something dark and rude under his breath that Prowl fully ignored while scanning the contents of a plethora of reports on his datapad, "the requisition order needs to be completed immediately."

"What's the point." True to his very name, Huffer heaved a heavy sigh through his vents with a lackluster shrug. Prowl was sixty-two percent certain that the deep frown lines on Huffer's synthoplasmic face had been there the day Huffer was forged and was not a direct bearing of his age. "I build the replacement parts and the 'Cons just break everyone again, just like everything else I build. For once, just once, I would like something I forge to stay that way."

Prowl was careful in choosing his next words carefully. He needed the orange and purple minibot to create the parts so Ratchet could install them to get everyone back up and functional. It was also simply unfortunate that Huffer was prone to severe bouts of depression that would occasionally render him inert to complete any of his functions. With Optimus Prime's termination, morale hung on very tentative threads of hope hinged entirely on whether Jazz's team would succeed in retrieving Phage and the Matrix. Huffer was no exception to the shock of the battle's outcome that day, and perhaps minorly afflicted more than others in scales as little as point-one-percentages in that he had to haul Prime's trailer back to base while Ratchet handled Optimus's body. Since then, Huffer had wasted precious hours sitting around on one of the Medbay berth's staring between Optimus Prime's covered body and a corner of the far wall, despite the fact that the minibot had only sustained minor superficial mesh and cosmetic damage to his paint job. With Huffer already in a delicate emotional state, Prowl understood that it was imperative that he push Huffer in the right direction without knocking him completely off his emotional ledge.

Prowl needed to stall Huffer's emotional descent and redirect his energies to further the Autobots goals which was, at that point in time, getting everyone organized. It was the organization part that had always been tricky for Prowl. He was not Jazz. He could not connect with mechs the way that Jazz could and he could not inspire mechs the same way that Optimus could. Just listening to Prime made mechs want to give it their all and lay down their lives if necessary. When Jazz opened his mouth mechs leaned forward to hang on his every word. When Prowl opened his mouth he just had a general tendency of pissing mechs off. Part of him really could not help it. It was his analytic processor. He saw through mechs and saw how to manipulate them to get what he wanted. He could play for sympathy, act the part, but every mech alive on Earth knew him. There was no hiding who he was from allies or enemies that he had fought alongside and against respectfully for five million years.

After crafting and testing twenty-seven avenues that could possibly lead Prowl to winning Huffer over, only two held any strong probability of working. A nanoklik later, Prowl chose between the two routes based on a six-percent margin of probability.

Prowl broke contact with the contents of his datapad and locked optics with the minibot. "Huffer, you already have forged something that has stood the test of time."

The minibot's weary-laden optics narrowed, challenging. "Yeah, what?"

"The Ark."

The grim line of Huffer's lips broke and pulled apart. His optics lit with something beyond just gruff pessimism- surprise enlightenment. Pushing his advantage, Prowl made a show of glancing around the Medbay as if seeing beyond just its walls to the rest of the ship. "You helped forge this vanguard class ship Huffer, and it has stood the test of time for four million years."

When Prowl turned his attention back to Huffer, the minibot tried to cover up the swell of pride with lackluster grumbling. "Yeah well, it's in terrible shape. Barely functional, I'd say."

"I don't know. I think in time we can get her up and humming again."

A noise that was not quite a grumble and not quite a hum rumbled from Huffer's vocal processor and got hung up at the return of his hard pressed frown. "Getting her flying again, that would be something to see if it weren't impossible. Damn fragging volcano has made steady work of trying to press it back to its base material components. And don't get me started on hull damage from our initial impact. Then there's-"

"But it could be done."

Huffer's words got hung up at Prowl's interruption, but he quickly recovered and replied moodily, "No, no." He shook his head, "There's too much damage. The hull is in shreds. The frame is most likely bent. It's a wonder she's still functioning at all."

"Exactly." Before Huffer could comment on his confusion to what Prowl was stating, the tactician continued, "She's a wonder of modern engineering, Huffer. And you had a part of that. Four million years and she is still functioning- despite impact. Despite seismic activity and the unrelenting forces of time. The alloys you used to forge the hull were durable enough that not even the Ark's anti-matter core was damaged!"

"Shut up." Huffer mock blustered and glanced aside. "All your flattery is just embarrassing." Then, he added as an aside, "The metal alloys used in the hull could have been better if we had not wasted so much of the good resources back on Cybertron."

Steadily, Prowl inhaled through his olfactory and flushed it out through his vents in a low rush. "Surely if you are capable of forging something as wondrous as the Ark, then smelting up some exodermal shells and replacement parts are nothing too significant."

"I suppose you're going to tell me you want it done within the decacycle."

"Need I even say it."

Huffer grimaced. "Half the crew..." he was grumbling to himself, "I can't get it all done in a decacycle."

"Of course someone of your talents can. But would your stress load be alleviated if you had an assistant?"

The minibot's frown deepened into a sneer. "It would..." he snapped off sarcastically, "-if Megatron hadn't of made off with my assistant. You know her, nice kid with a smart mouth. Swings a hammer with a grudge. Name is Phage."

"I...don't know about that hammer part, but if Phage had not been captured I'm sure you would have had to fight Ratchet over where she would be most needed. Given the circumstances of events however, would Windcharger suffice?"

"Ugh. Windcharger! Really? He'd do more harm than good using those damn magnetic arms of his. You know he doesn't use restraint. He'd set me back within the first cycle so catastrophically-"

"So you are telling me you can handle the requisitions yourself."

"If I couldn't handle something as minimal as exodermal shells do you think Prime would have personally requested me for the crew of..." his grumbling trailed off as he looked at Prowl critically. "I see what you did there."

Prowl permitted himself a self-satisfied smirk. "You are right, Huffer. Optimus requested you personally because of your extraordinary talents. That said, imagine what Optimus Prime would say when Jazz's team returns and we revive Prime, and he learns that the majority of the Autobots are not combat ready with the Decepticons close on Jazz's exhaust trail."

Huffer's face crumpled up into his customary frown. "If he succeeds..."

"He will." Prowl felt it did not need saying that he had already run hundreds of scenarios and had reasonably calculated a high success rate. The Decepticons were as damaged as they were. Megatron could not possibly be expecting an extraction team so quickly, and even if he was they had had multiple successful extractions in the past from the Decepticon seabase. The place just was not as heavily fortified as Kaon had been on Cybertron. Additionally, its location under the ocean was also quite a beneficial boon to any arrival or retreat. After sixteen Earth years, it was nearly combat code to flood the Decepticon base before finishing a battle. It afforded confusion, chaos, and the Decepticons quartexs worth of time to clean up the mess and give the Autobots a breather.

He expected Jazz to do no less.

"And when Jazz returns I expect Ratchet's requisitions request to be fully underway, if not complete."

The minibot grumbled but languidly shifted his ligaments to slide off the medberth and onto his feet. "I'll see what I can do Prowl, but I can't make any promises. Our store of supplies isn't what it use to be."

"I'm confident you'll outperform, as you normally do."

Huffer's departure from the Medbay was marked by low self-grumblings and a halfhearted wave of his hand over his shoulder strut without a backward glance at Prowl. His feet dragged as he left, and Prowl made a note to inquire with Ratchet about prescribing mood suppressants for Huffer.

Stall. Redirect. Organize.

Prowl turned aside to scan the Medbay for Ratchet to personally relay the small bit of good news to him and came up short. His optics caught sight of Optimus Prime's corpse laid out in the center of the medical ward under a long cloth stained with Prime's energon. By the bulk of the body beneath, it was evident that Optimus Prime's head was missing. Prowl froze up. Every time he caught sight of Prime's body it was like a swift punch to the fuel tanks from Megatron himself and yet, Prowl found he could not look away.

How could Megatron have gotten the upper hand?

Out of eons of practice, Prowl began to slip into running the battle scenario of the day over in his processor. Unbidden, his thoughts immediately slipped from that to darker roads. Prowl caught himself running battle simulations over in his processor of not just that day's battle, but of two previous battle's that had taken the lives of Radar and Buster Witwicky respectfully.

Primus. Prowl would never be able to scrub his former charge's last moments from his databanks. The memory recall came on him with a prejudiced grudge and locked the seasoned tactician in place with a thousand-yard stare.

\\\\\

{Sorry Prowl,} the elder Witwicky brother's voice had crackled over his comm-link measured and calm, {but I'll have to take a rain check on our rematch of Go.}

With enemy fire incoming, Prowl spun and dived behind cover, his back slamming hard against his chosen fortification as Decepticon laser fire and bullet's peppered his location. Rock chips flew as dangerous as bullets but his chosen boulder shouldered the abuse. In a brief moment of respite, Prowl's optical ridges collapsed together. Radar' s remark made zero sense in any context unless Prowl took into account...

He made the time to respond back to his wayward charge and cut straight to the point. "Are you pinned down, Radar?"

{Nothing I haven't done of my own machinations. Although, I have discovered I have made some miscalculations.}

Prowl felt his muscle cables in his midsection clench. "You don't make miscalculations, Radar." A dry laugh echoed over his comm-link. Prowl's door panels flared upwards, scrapping along the boulder uncomfortably until they retained a sharp ninety-degree angle. "Where are you? Give me your coordinates and I'll-"

{Prowl, I need you to do me a favor.}

Suddenly, Prowl felt like the ground was giving out beneath his very feet. The whole battle dulled and became mute around him. Cold numbness settled like a veil over Prowl. He knew what this was. It was far from the first time he had been present for a death call. Just- not Radar. How-?

Prowl forgot how to speak and Radar did not even notice.

{Look after my daughter for me, will you?}

"Radar," somehow someway Prowl had found the power to plead with his charge, "tell me what's happened. Between the two of us we can pool our processors together and-"

{Prowl.} The tactician fell silent at the calm finality in Radar's tone. Whatever had happened after they were separated, whatever was going to happen, Radar was already at peace with his decision. {One more thing. Tell Prime, I'm sorry. He'll know what for.}

The fast-paced battle came to a grinding halt when the massive explosion went off, taking with it the Decepticon's most recent end goal out of play permanently.

And Radar Witwicky with it.

Time forgot Prowl.

It was Optimus Prime and Jazz that found him after the battle. Unmoving. Shell-shocked. Standing in the open and staring at a blue sky where the explosion had colored it long before. Between Jazz's gentle prodding and Prime's direction, they somehow managed to get him moving.

/

The memories did not stop coming. Fast paced snippets of the proceeding months and years streaked through Prowl's central processor.

After Radar's death, Prowl had stood apart from the Witwicky family and observed from a cold distance as the family fell apart and had to figure out how to pick up the pieces and keep going. The act was a familiar one to Prowl. He had observed the same play with different actors over the course of five million years. The war had wrought such death upon their species that no one spoke about affairs of affection. Ceremonies for conjunx endurea were performed in secret, if at all. Even something as beign as a friend, so vital a thing for social sanity, was a risk for pain.

Prowl had thought he had become numb to such things eons before but Radar had been a rude reminder. One that Prowl dared not to repeat. He did not look after Alicean. He withdrew far, far away.

When Alice had come seeking him with casual chatter and small wounded smiles, asking that they continue the war games that the three of them had always partook in, Prowl had turned her down. Said no. No more war games. No more rounds of Go or any other of the games they had played. The loss had shook him. The attempt at friendship scared him. Prowl was acutely aware of how similiar Radar and he had been and Prowl did not need the fragile girl placing him on a pedestal same as her father. Oddly, her unspoken sentiments, likely subconciously to do just that made him feel honored, and that made him feel dirty.

Prowl did not like the sensation.

By the time Alicean had became Phage, it had been years since he had had to worry about such matters. Where he should have been pleased with the distance in their friendship he found that he missed the lost connection instead.

All the memories ran their inevitable course on a collision to the present. Loosing Phage to Megatron had hurt as badly as if he had just lost Radar all over again. All because he realized he had failed in one monumental way, Radar had asked him to look out for her and he had discarded the dead man's wish.

No, Prowl thought savagely, no!

Stall the inevitable slip. Redirect his thoughts. This was not a time to grieve or to reflect. How did Bumblebee deal with Buster's death?, Prowl thought frantically as he internally struggled with the sudden raw emotion of grief and guilt in turn that Optimus's termination was bringing up and so many unwanted emotions and thoughts.

Prowl frowned, gritting his denta behind sealed lips. Deliberately, he tore his optics away from Prime's corpse and scanned the Medbay.

Termination had come to mean so little to the Autobots in the last sixteen Earth years, but human death however was so...final. Radar wasn't coming back. Neither was Buster. But they would get Optimus Prime back. One way or another. They just needed the Matrix. Just...a small angry and jealous part of Prowl could not understand how the Matrix with all its potential could not heal or revive organic life.

Prowl shook his head to rattle loose the emotional tendrils that would tear him down. It was useless pondering. There had not been a body to recover for Radar. Just smoldering ash and ruin and a victory for the Autobots that felt so hollow.

He just needed to organize his own thoughts in priority of importance. Once such thought, why had Ratchet not moved Prime's body to a more private location yet?

Another question for thought, where was Ratchet?

Stall. Redirect. Organize.

"Me Grimlock say Autobots are weak. Tired of saving Autobot afts from Megatron. If Grimlock were in charge, Autobots would not be weak. Would be strong!"

At the moment of the leader of the Dinobots gruff voice, Prowl swore he felt a processor ache coming on. His door panels twitched skyward at Grimlock's proposal while Prowl's patience shortened dramatically. Of all the things he had to worry about, a power play should not be one of them.

"There isn't an open ballot Grimlock so fall back in line." snipped Prowl as he turned to address the brute. As predicted, Grimlock had the whole of the Dinobots behind him. Their behavior tipped more in favor of gang behavior than the friendlier buddy system that the Aerialbots put out when they traversed the halls of the Ark in their group.

At their forefront, Grimlock stared down on Prowl in his beast mode, his large tyrannosaurus head turned so his predator optic could take him in. The brute intimidation factor was not lost on the tactician as he stood in the Dinobot leader's shadow.

"Me Grimlock not ask for ballot. Me Grimlock say Autobots stronger if I were in charge. Optimus Prime dead. So you leader Prowl. Me Grimlock challenge you."

The Medbay had been filled with low key conversations but all of that ground to a halt. The new atmosphere was one of abated breath, all optics zeroing in on Prowl and the Dinobots. He could feel them. Feel the weight and silent judgments, calculations...

"I'm not the leader."

"You think me Grimlock stupid?" Prowl had to bit back on his answer. The question was rhetoric, though Prowl was one-hundred-percent certain that Grimlock did not know the meaning of the word. "Everyone reporting to you and taking orders from you. Me Grimlock say you in charge and want challenge."

The hard neutral features that pinned to Prowl's face would have been an immediate warning to any of the Autobots from Cybertron to back away, but the Dinobots, as part of the newer generation on Earth, had no experience to heed. Not that Prowl thought for one second that the brute would in any capacity if he had the experience. "I am in charge only while our new esteemed Commander Jazz is out."

Grimlock reared back, his small T-rex fingers clicking together. "Jazz leader?"

"Yes." To all within audio range, the hard edged tone of Prowl's one-word response was backed by a rev of his engine. With his flaring door panels and tense frame, the tactician came off as a revving large cat.

"Since when?" Grimlock's tone came out more of a whine than any sort of demand.

"Jazz has always been second in command."

"All Jazz do is talk and watch Earth television and listen to music at stupid volume!"

Prowl picked up on a small little voice from a medberth somewhere behind him, and identified with one-hundred-percent accuracy that the voice belonged to a baffled Sparkplug. "I thought he was communications officer."

"No." Whispered a voice that sounded suspiciously like Wheeljack. "Officially Jazz is our saboteur."

"Wait, what?" Sparkplug shot back, confounded by the news.

"Jazz," Prowl said sternly in a voice for everyone to hear, "as most of us are aware, has been on restricted duty pre-Ark launch. Given recent events, he's had to assume his full range of responsibilities in addition to those of Commanding officer."

Prowl did not see it, but Sparkplug shot Wheeljack a thoroughly baffled look and the resident Autobot mad-scientist just motioned to Sparkplug to shush.

"Me Swoop like Jazz."

Grimlock's large head swung around and growled at the pterosuar. Despite the fact that Swoop was in his bipedal form and stood near Grimlock's height while he was in his beast mode, the aerial flier still buckled and cowered under the threat of Grimlock's intimidating sword long denta that could render Brawn's metal hide to shreds. Poor Swoop backed up into Snarl and Sludge. Between the two of those Dinobots the entrance to the Medbay was blocked and Swoop was effectively cornered. In the quick sequence of events, Prowl observed, studied, and logged away the inner Dinobot power dynamics as Swoop immediately recanted his opinion and said, "Me sorry, Grimlock."

Prowl's pointer finger flexed and tapped along the edge of the datapad in hand with the insistence of any nervous twitch. Something had to be done about the Dinobots. Despite their military benefit as a last ditch deterrent to Decepticon victories, the toxic inner group workings, coupled with their brutish nature and disobedience to Optimus Prime undercut their usefulness. Optimus would not do anything with them beyond restricting their movements, but maybe he could convince Jazz-

Prowl stalled and placed the budding idea on the back burner. Having decided that there would be no further outbursts from Swoop that Grimlock would disagree with, the Dinobot leader swept his predator's optic over Prowl. "Where Jazz? Me Grimlock crush lazy Autobot."

A bark of laughter shot off from somewhere in the Medbay. Prowl calculated with a ninety-two-percent probability that it was Cliffjumper. The other eight-percent was reserved for Gears.

"I would not call Jazz lazy. Our commander is currently leading the extraction team to retrieve Phage and the Matrix from the Decepticon base. I understand your confusion, Grimlock. You and your team were guarding the front door from any additional Decepticon attacks when this was all discussed prior."

"No Decepticons around to fight, except Constructicons that Autobots dragged into brig. Waste of Dinobots' time."

Prowl stiffened. "Our defense is hardly a waste of time when more than half of us are damaged!"

"As Grimlock say, Autobots weak. Made of weak metal."

Audible grumblings started up across the Medbay. Prowl did not have to look around to know that his fellow veterans and Autobot Elite Guard were getting pissy. In all likeliness a melee would break out between the Autobots and the Dinobots damaged or not unless Prowl did something fast.

"Weak metal my aft!" the minibot Brawn raged from somewhere in the Medbay.

Ironhide's hot retort cut above the rest of the crew's outrage. "Let me show those Dinobots what's for. Damn younger generation-"

If Grimlock heard Ironhide, he ignored him completely as he spoke out of turn. "What Jazz do to Decepticons? Talk Megatron to death? Be nice and ask for Phage back? Suggest movie list in exchange for Matrix? Force need be taken. Megatron fear Dinobots. No fear Jazz."

Prowl's lips formed a fine pressed line. "Force isn't the only military response. Jazz has this covered."

"Me Grimlock say he already dead. Can't fight Jazz. So fight you."

"You can't. I'm not in charge. You'll have to wait until Jazz returns."

Grimlock made an unintelligent noise, no great novelty to Prowl there, that could not decide if it wanted to be an irritable hum or a long rumbling growl. "Jazz already dead."

"I'll believe that when Megatron calls to gloat."

Grimlock took a great length of time to consider this possibility and finally seemed to find that he liked the compromise. The Dinobot leader nodded his great large head. "Fine then. Me Grimlock can wait. When Megatron tells stupid Prowl that Jazz dead, then me Grimlock challenge Prowl."

Air hissed from Prowl's vents. In that very moment the Autobot's tactician came off as one large angry Earth cat.

Arguing with Grimlock further over the topic was pointless, Prowl knew, so he did not waste his valuable and precious time trying to quote Autobot code or explain social structure. The Dinobot's operated as if they were in the midst of the Cybertronian Dark Age. That concept alone was ridiculous. If Grimlock seriously intended to break chain of command and cause a mutiny, Prowl was going to have to have words with the Autobot Core Elite. Things could and would get so much worse very fast if they did not take precaution soon to deal with the Dinobots.

The problem was, how could they deal with them? While in their beast mode Grimlock himself could shrug off a blast from Megatron's fusion cannon and it was in their alt modes that the Dinobots most preferred to remain in. Out of habit, Prowl spared the necessary processor capability to run a plethora of battle simulations to the outcome of a battle between the Autobot Core Elite versus the Dinobots. Gradually, his face grew long and tired. There was only a three-percent chance at the Elite's success. Prowl's wing panels twitched and flared upwards, reflecting his tension and hyperactive alertness. The extraction team had to succeed. Jazz had to succeed.

As Prowl watched Grimlock turn and leave the Medbay with the Dinobots shuffling in line behind him, stomping off to only Primus knew where, Prowl thought over his newest mantra.

Stall. Redirect. Organize.

Ratchet.

Gradually, lips quirking into a frown of distaste after the Dinobots, Prowl turned away from the Medbay entrance and scanned the large vicinity. Where was-

Ah!

There he was, inspecting the progress of Sunstreaker and Sideswipe's regenerative recovery. Without further hesitation Prowl headed over to give the stressed doctor the good news about the requisitions order.


	8. Altihexed

**Author's Note:** For those of you loyal readers who enjoy reading about the banter between Phage and Optimus, this chapter is mainly devoid of it and for that I am not all that sorry. I was attempting to write this chapter from Megatron's perspective of events. I wanted to capture more of how strange Phage's behavior was from an outside source. I thought, what better time to do it than with Megatron and at the same time try and justify why he hasn't put two and two together just yet. I hope I have done that some form of justice. I did entertain going back over the whole twenty pages of this chapter to inject their banter into it, but the task seemed daunting. Simply, I am tired of reading, re-reading and editing this dang chapter. (I am going on draft 20, people! 20 drafts!) A friend I wrestled into reading an early draft just told me to forget the banter if it wasn't critical to the plot (and it wasn't) and post the dang thing already.

So here it is.

Another note, Solrora Storm is not a cannon event in any Transformer universe. It was a battle I came up with to help flesh out the background of our favorite Cybertronians. I felt more significant battles were needed for a war that has last for nine million years. That said, I would also like to state that the Autobot language I use is purely fictional of my own creation. Felt these things needed clarification before I confuse someone.

Also, a big thank you to everyone for bearing with me. This chapter turned out to be more massive than I realized. It was all suppose to be part of Chapter 5 and ended up such a larger arch than I realized that it had to be broken up. So again, thank you to everyone for your patience and understanding! Here is the long awaited conclusion to the bar scene!

I would also like to take a moment to acknowledge **Nauda.** Thank you so much for your wonderful support for Resonance and the review! It brought a smile to my face and made me laugh just reading it.

* * *

'To live is to suffer, to suffer is to find some meaning in the suffering.'

-Friedrich Nietzsche

* * *

Megatron's hard, calculating optics swept over Phage and came to the inevitable deduction that the vibrant energon blue hue of her cheeks was not all fluster. The femme was clearly intoxicated. Every hand gesture, fidget, and weary-optic glance all angled in the direction he wanted her to be in, which was, needless to say, off balance. Individuals were just so much easier to manipulate when they were not at their best.

Kaonite goblet between his large black metallic hands, Megatron leaned the brunt of his weight on his elbow joints, the quiet whir of his internal machinery sliding fluidly into place with the motion. Phage stiffened as he moved, her muscle cables tensing in a fight or flight response. Her right hand, resting on the bar top and devoid of his kaonite goblet's twin, tightened into a fist until her joints stressed. Phage's dark stellar blue optics jumped and locked with his.

"Well Phage," Megatron's words rasped on the way out of his vocal processor and rolled off his glossa like oil, "what sort of war story do you have about Optimus?"

"I'm not doing this."

"Yes." Megatron said slow and purposefully. "You will. You can either amuse my whims or I can have Soundwave escort you down below." He let the implication hang long enough for her to grasp the significance of his meaning. It did not take very long at all.

Her optical ridges furrowed together in a small measure of befuddlement. "I don't have any." she said slowly.

"Don't be modest." Megatron let slip a disarming grin. Intoxicated as she was, Phage leaned away from him as he pressed forward incrementally over the bar top. It was clear she was as weary of him as if he were a Kaonite pit dragon. "Sixteen solar megacycles you've been an ally of his. Tell me one. If it is as riveting as mine I might show favoritism to you later."

Her delicate features pinched together, uncertain of his exact meaning. "I might have one." she mumbled at length.

"Go on."

The words slowly tumbled from her white lips in no tactful narrative trickling first like a slow energon leak and rapidly accelerating to critical. "Spike... Buster and I were- hiking, I believe we were hiking or...hunting? Was it hunting season for elk?" Frustratingly, Megatron latently realized that her story would take awhile if the intoxicated femme kept interrupting herself with suppositions. Successfully Megatron managed to hold back a low grumble but the sudden indifference was blatant on his face. "I... forget the details. But, we were... we'd been out since early morning. We-" she noticeably paused before continuing her narrative to gather her words from the intoxicated swamp of her processor, "-didn't... care where we were going. We had determined that we were going to explore and find some adventure." Her optics flickered down. "Just-stupid teenager wishwash."

"I asked for a story about Prime." Megatron interjected with a grumble, his optics sweeping her.

Her drinking hand came up off the neck of the goblet and rubbed at her face. "Patie-sssshhhh-ence." she slurred, blinked hard and had the gall in her engexed state to hold her pointer finger up to her lips and shush him. She added after a long moment to gather her words. "I'm getting there."

Gobsmacked, Megatron blinked at her.

"I...ah, _convinced_ them to go off the main trail." Without further interruption, the femme continued unheeded. "There was a side path that could have been made by other hikers or perhaps it was a game trail." She paused and blinked and said suddenly, interrupting herself, "Maybe it was hunting season." Her head drooped, jerked up suddenly and she blinked rapidly as if that were enough to battle off her fatigue. "Anyways, where was...the game trail. I ah- wanted to see where it led. Buster was with me and he bullied Spike into joining us. Buster, he-uh.." she remarked monotoned, her voice drooping to match her downcast visage at the mention of her dead cousin, "Did that all the time."

Megatron's optics narrowed as she carried on, a genuine curiosity starting to swell up in him on where this was going. She had already left clues to the time stamp of the memory – Buster was alive and they were all teenagers. That narrowed the last sixteen solar megacycles down to six. A lot had still happened in that time frame.

"But what we found at the end of the trail gave all of us pause – we had stumbled upon the _Ark_." Suddenly, Phage tittered inanely. "Tch ha ahaaa...We must have stood outside pondering what it was for near an hour."

"What?" Megatron felt the note of incredulous enter his voice unplanned. Startled, Phage's optics jumped back to his as she fell silent. "What do you mean you stumbled upon the _Ark_? The Autobots met the Witwicky unit after Reactivation."

"No." Phage said boldly, still wide opticed from the engex and fatigue. "We met all of you _before_ Reactivation. We were a bunch of dumb ass teenagers and didn't run like we should have. We-"

"Cease with the coarse language. It is unbecoming of you."

"We-uh...we," she blinked at him. "What?"

"Since our last but _brief_ encounter," Megatron began, "the vernacular of your vocabulary has degraded to the level of the crass spoken dredges of society. Why ever would someone of your intelligent degrade yourself to such low standards?"

Her most eloquent response to his rude observation was a lethargic, "Uh...have you ever heard Ratchet on a tangent? Or Sideswipe and Sunstreaker when they get going? Huffer when he misses a swing at his forge? Ironhide when he _drinks_. I...I could go on."

A low rumble churned over in his vocal processor behind a fine pressed frown. "It is surprising how much things change with the quality of the individuals you surround yourself with." Her mouth parted open as her optical ridges melded together. The femme struggled to find the right words to express her displeasure with him but Megatron cut her off before she could speak. "Given that the crude influence of your Autobot associates are not here," Phage sneered at his choice of words, "I am demanding you to shift your speech patterns to match the quality of your current company."

Silent but fuming, Phage contemplated his request. Megatron gave her mere nanoklicks to decide what he perceived to be the wisest course of action. "Are you in concurrence with my will?"

She glared at him and visibly struggled to utter the word, " _Yes._ "

Megatron flicked his hand at her in a dismissive wave. "As you were."

Phage did not start back up immediately. Sour with herself for bending so easily to the Decepticon Commander, even for the sake of staying in his good graces, it took her awhile to gather herself and remember her placing.

"I wanted to investigate the _Ark_ and- well, you know it wasn't a _dormant_ volcano that suddenly blew its top that woke up Teletraan-1. It was us poking around where we shouldn't have been. I-I think Spike and I were discussing the badges," and she sloppily gestured to his badge on his broad chassis, "when Buster went and was a dumb- err, ah... Buster made a careless mistake."

"Much better."

Her cheeks burned from more than engex as she pressed on. "Buster was tromping around on the captain's master control panels for a better view or some... _thing_ ," she stressed, struggling again between swearing and self censoring, "ridiculous like that. Something had enough juice left to trigger Teletraan-1." Her drinking hand flicked carelessly through the air in animated gesticulation, but Megatron noted her right remained resolutely clenched and palm down on the bar top and briefly entertained the notion of why. "Next thing the three of us knew the _Ark_ was booting up and Teletraan-1 was screaming at us in Cybertronian- not that we understood it at the time, but klaxon alarms are klaxon alarms. Buster didn't know what he hit to reverse anything so we hid and- and... Everything. Blew. Up." Wrapped up in her telling, her optics were unnecessarily wide as she struggled to stay alert. "People died when...Teletraan did that. Buster never got over it."

Over her telling, his hard-lined frown had gradually melted away to be replaced with a pouting disposition. His optics slipped through the cool air between her right hand and back to her own optics.

Phage shook her head slowly, her voice tinging with remorse, completely ignorant of Megatron's reaction to her narrative with her optics dropped again and fixed to her goblet of engex. "The three of us stayed hidden, watching from inside the captains control panel as Skywarp was revived...and then you. We were witnesses to your argument with Starscream while the _Ark_ busied with reactivating the rest of the Decepticons. Not that we understood what was said then, but the gist was there. The body language. The anger and confusion in your voices. It doesn't take a genius to figure out that Starscream wanted to ensure Optimus and the Autobot's deaths. I...can't understand why you didn't listen then."

"Terminate the Autobots? Tch. And give Starscream a win?"

Phage jerked back, delicate mouth parting and optics widening in simple astonishment that Megatron had answered her question at all.

"In all seriousness, Starscream lacks the capacity to plan ahead. The reason I spared them _then_ was the same as I have done so _now_ , because they each are masters of their own respective fields. Judging by the state of the _Ark_ at that time, it was apparent that much time had passed. Cybertron's fate was unknown. Destroying the Autobots then, as is now, would be destroying _knowledge_. To elaborate my point, Ratchet remains the only fully trained medical officer functioning -and Starscream was ranting about terminating him along with the rest of them. The idiot. The best course of action was to leave the Autobots entombed until such a time as we understood our position and could bring the Autobots under my control. Is that not logical?"

"Er, yes."

"What happened next? I am genuinely curious."

"Uh, well...when you all left the _Ark _to explore, we came out of hiding with the intention to revive the Autobots. Getting Optimus Prime to the repair station was no easy feat, let me tell you, but we were Witwicky's. No sacrifice, no victory." she said with a sloppy grin. "Figuring out how to move him was just a challenge of leverage...and elbow grease."

Steadily, Megatron's optics had narrowed as she continued her narrative. "All this time, I blamed Starscream for the Autobot's revival."

In her engexed state, Phage spluttered out a raspberry and grinned stupidly at him. "Pfft-why?"

"He fired on the mountainside to bury the _Ark_."

Phage threw her head back and laughed, loud and long. Megatron stiffened at the genuine, full-bodied laughter. It had been years since he had heard feminine laughter, and longer still since anybody had had the nerve to laugh at him.

"Yeah-no. No, nope." Phage grinned cheekily, "It was us. Witwicky's. Bane of your existence."

"And how does this pertain to Optimus?" The rasp of his voice was like the flash of a sharp-edged blade.

"Aah-it was the first time I met Optimus Prime. Clumsy me, I fell off the control panel where we leveraged Prime off, and I landed wrong." she rushed to explain in a misguided notion that it would distance herself from her previous needling, "Cracked a rib. But Optimus landed where we wanted him, thank god. While Teletraan-1 was making repairs Op reactivated early and he...looked right at me. I just...sat there." Reflecting on the memories her speech slowed to an easier pace. "Moving hurt too much. I could barely breathe without pain. And Optimus just...talked while Teletraan worked. I couldn't understand him and I was too paralyzed to speak, but I knew we had made the right decision when he spoke. His voice just displaces any worries."

"Yes. I hadn't noticed." Megatron grumbled and drank from his goblet with a moody disposition. "Every time I've had the Autobots on their last wheels my armies have been decimated with an inspired charge brought on by some foolhardy speech by Optimus Prime."

Her optics shifted hue again, brightening marginally. When she spoke, it was with an self assured tone. "The Endless Flood."

There was a moment of pause between them, then Megatron abruptly released one hard laugh. "Hah! I was thinking something not quite so...destructive."

"Horrific might be a better descriptor."

A noise escaped between Megatron's denta, not quite a hiss and not quite a sigh but somewhere in between. "Entire generations- _gone_." A note of sentimentality entered his speech. "The end of the Simanzi Massacre. Aah-Cybertron was nearly mine. The closest I ever came." Megatron's mouth twitched at the corner in a grimace that did not fully form. "Then Prime had to go and unleash wave after wave of M.T.O.'s in retaliation. It was so important then. Now its just... a waste." Megatron paused a nanoklik, studying her. "You've studied Cybertronian history well."

Her optics flared and settled. "Did that...just come from you?"

The defensive backlash from Megatron was quick. "Nobody had the foresight to see where we would end up. Look at us now- less than one hundred. So yes, I believe I am allowed to reflect on the matter and say the Endless Flood was a _waste_ as we struggle to piece together just one behavioral-free personality weave and imbue it with life. You've seen how well the Stunticon's personality weaves went over. Wildrider's psychotic, Breakdown is break down for a reason, Motormaster is a savage barely better than Grimlock, Drag Strip and Dead End were two of the saner ones and not by much."

Her mouth came ajar during his retort and promptly snapped shut, quickly finding a fast dip into her engex a way to avoid the Decepticon Commander's gaze.

Even as the rim of the goblet left her lips she did not respond but kept her optics fixed on the neon green engex in her goblet as the fingers of her right hand flexed and squeezed shut incessantly.

As she was suddenly shut in on herself, her stellar blue optics occasionally flickered down and to the right and back to her engex, Megatron spoke out of turn. "How did your story end?"

"I...uh, my story...?"

"With Prime. Or was that the end?"

"Oh...err... well, when he was finally mobile he...he gently picked me up and cradled me in the palm of his hand like a baby bird." A large goofy grin spit her face. "Optimus just carried me around like that while he scoured the command for Jazz and Ratchet."

An indecent smile stole over Megatron's lips. "How did that make you feel?"

Languidly, she blinked repeatedly and swayed slightly in her seat. "How did I...?"

"How did that make you feel?" Megatron repeated gently.

"Protected." she supplied willingly, looking dazed. "Safe."

"And your first impression of me?"

"First impression?" Phage blinked owlishly at him but responded, "The fallen knight."

Megatron inclined his head. "Really. How intriguing. How did I garden that impression?"

She rubbed at her optics and pinched the bridge of her olfactory with her left hand. "Iesh...complex. Military bearing. Off white- _silver_ ," she corrected quickly, "color scheme to mock noble standards. I think of Macbeth coupled with...what I know about Cybertronian pre-war history... it's, yes. The fallen knight, but- dangerous thinking." she muttered suddenly, glancing to the right and down and more to herself than him.

Megatron was beginning to find her behavior worrisome.

"Eventually Optimus found Ratchet and Jazz and had Ratchet revived first." Phage's unease at their broach of topic was apparent with her sudden conversational change. Heedlessly, she launched full force into their prior conversation just to avoid the awkward one before."The two talked over me while Ratchet scanned me over. There wasn't anything he could do though, then Jazz was reactivated and...lord, he never stopped moving. He was a whirlwind of gesticulating hands as he spoke. Jazz was so lively and friendly it was hard not to like him. He coaxed words from me, enough for him to pick up and formulate our language. After that came the barrage of questions from Prime. Who I was and if I required medical attention. Op's concern was so genuine. It was only then that Spike and Buster slinked out of hiding." she scoffed. "And when Optimus elaborated the depth of the situation to us afterwards, we couldn't walk away after that."

Suddenly, her optics became haunted as she muttered, "Every evil you perpetrate sickened us knowing it was our faults you were reactivated. Buster took it worse than Spike and me- and now he's dead. Spike tries to find peace between your factions and I- _Alicean_ ," she corrected, something Megatron zeroed in on and stored for later use, "tried to walk away years later. I- she did...err, for a bit. The death toll just kept climbing..."

"That was quite the candid story."

Shocked perhaps by his sudden remark or with herself, Phage's optics widened in a comical fashion as she completed her narrative, jerking in her seat as if jostled to the present. The next few words fell numbly from her lips. "I can't believe I told you any of that." she made herself focus on him rather than the engex display over his shoulder strut. Phage blinked hard and stuttered over her next few words. "We-we never told...anyone that. Sixteen- Why did I...?" She swayed and glared at him suspiciously. "Did you...drug my drink?"

Megatron scoffed, his mouth twisting in disdain. "You watched me mix it, Phage." She rubbed at her optics again and began muttering something along the lines of 'lacing the goblet.' The accusations only angered him further. "Don't blame me for your loaded conscious or loose glossa."

Caught up somewhere between anger and confusion Phage pulled an indistinguishable face. Megatron pressed through the slight detour casually. "Optimus never asked what you three were doing there?"

"Iesh..." she slurred, blinking and careened in her seat. Swiftly, Megatron grabbed her arm and pulled the femme back upright in her bar stool. Suddenly Phage found the bar top the best of places to rest her head. "Nooo- Iesh nevah asked, Megatron. So much...was...going on."

Megatron's optical ridge inched up his forehead. "That hardly made any sense."

Phage started giggling inanely. If she hadn't already anchored herself to the bar top she would have fallen off.

His optics roved to her goblet and noted the engex was a half drunk.

"Lightweight." Megatron clicked. He fixed his attention back to her. "You haven't had any proper energon before I captured you, have you?"

"No-" came her long drawl. "I was- so _focused_ on the battle."

Megatron's optics narrowed warily. "I suppose I should be thanking you."

"Fuck you." she grumbled halfheartedly.

Megatron felt his right optical ridge quirk skywards and settle again. He couldn't find the anger to get mad at the femme. He left it off that she was engexed, of no threat to him at all, and if the situation had been with one of his fellow core Decepticons it would not have been much different. They all usually got a bit foul mouthed and nostalgic and buddy with each other after engexing. Megatron refused to examine the reasoning beyond that. "Years worth of enduring the Witwicky unit's annoying interference only to discover your alliance is wrought on by guilt."

"It wasn't that." Phage snarled, synthoplasmic cheeks burning from more than just the engex. She began to lift her head off the table, suddenly grabbed the edge of the bar top and settled her head back down. The femme was decidedly much more docile after that. "Can we just- just return me to the Autobots."

"And here I was hoping to wax philosophy. Alas, you want to retire to your cell early."

"Philosophy?" she rolled the word around in her mouth slowly, testing it while she tried to wrap her head around the full meaning. "Why?" Her optics shifted in hue suddenly, brightening momentarily from stellar blue to the more lively standard energon blue. "What are we going to whittle away the cycles postulating now, Megatron?"

"Are you familiar with a survival bottleneck effect?" he said slowly, his optics narrowing at the femme. He tried to shake off how much like Optimus those words had been but something kept pricking at the back of his processor.

Her optical ridges furrowed together. "Yes." she said slowly. "A phenom...phenem...fhhh..."

"Phenomenon." Megatron offered, studying her.

"Yesss." she slurred from the bar top. "That word. When ah- when a cataclysmic event reduces a species population."

"Were you aware," he offered up at length, "there are exactly thirty-six Decepticons and thirty-three Autobots- and then there is you."

She made an unintelligible noise as her face scrunched up to process what he was saying. Megatron could practically hear the electric synapses firing off in her processor. "You only have to look in a mirror to understand the why of half of that answer."

For his credit in the name of patience, Megatron cycled air through his olfactory and let it rush nosily back through his vents. "We Cybertronians are faced with a survival bottleneck effect. Cybertron is gone. All efforts I have made to locate our home world have been futile in their outcome, and by extension so too is most ways we possessed to create viable Cybertronians. Efforts on both factions behalf's to create flawless personality weaves have met with drawbacks, sometimes severe ones in the case of the Dinobots. I fear future generations will be degenerates. The personality weaves are just half of our conundrum. Granting life to a protoform...there are only two paths currently available to us: spark splicing and the Matrix."

He realized that she was starting to _doze_ off.

Damn it all.

Gradually, his arm stretched out across the bar until he could wrap his fingers around her jaw. Abruptly Phage stiffened, optics flying open and enlarging to their fullest. Her right fist squeezed tight on itself, but the punch never flew. Rather, she retained enough of her senses of self preservation to allow him to lift her head off the bar top.

Megatron leaned in closer to Phage, meeting her optic to optic, and said plainly, "Am I boring you?"

"Uh...no-" she drawled and tittered.

"Spark splicing," Megatron began tentatively, "is nasty business. Hopefully your tutelage under Ratchet has revealed that much too you."

"Err..uh, no. I'm his ahss-ha-ss-haha-"

"Assistant."

"Yes-" she hissed and laughed. "You-you think he lets me jump into cutting up sparks? Iesh- I wouldn't even know where to begin. Hehahaaa! Iesh just- I just patch 'bots up."

"Field repair."

"Yes!" Phage managed to squeeze out before dissolving into a fit of laughter. She pushed his hand off her face and her head immediately plummeted back to the bar top where she buried it in the crook of her left arm. Her right fist dragged along the bar top and disappeared under her neck while she wrapped her left hand up and over her head.

The laughing fit carried on for several minutes and Megatron just let it happen. Perhaps, he had to admit to himself, that engex was a bad idea. Skywarp got just as giddy when he drank too much engex...which was usually proceeded by some ill-concocted escapade typically involving Skywarp's teleportation outlier power and the hapless mech of the random pick. There was a _reason_ why the mech had to ask permission before using his ability. Not that Skywarp had the capacity to do so when engexed.

"What did-tchehehahahaa- you put in my drink. Radioactive nevah-hehehehaaaa- never gets me like this!"

Once again he bristled at her accusation. "What would be the point of lacing your engex. Although perhaps the answer to your question lies in our engex percentages. Perhaps we just mix ours stronger than the Autobots."

Phage buried her head in her arm to muffle the laughter, but Megatron still heard her mutter something about 'thirty-to-forty percentage.'

Suddenly her head shot off the table. Her optics were aglow the standard Autobot blue, but it was comical how she tried to abruptly reign in her control and act serious.

"Az you were saying, Megatron." Then, just as suddenly, the control cracked and the silly engexed grin was back. "No, just- please just, is this over? This is been _thee_ most awkward conversation ah have ever had."

"Awkward, has it been?" Megatron said cryptically. Then, after a moment, "Certainly. Let me just comm Soundwave."

A strangled unintelligent noise broke through her processor. She struggled with some thought for a moment then tried again for seriousness and failed to garden it's full affect. "No! Uh...go on, Megatron."

"You are certain?" he said slowly, "You are done."

"Erm...quite. We were-uh, discussing spark-splicing."

Megatron held her gaze for several long nanoklicks, waiting to see if she dissolved again. When she did not, Megatron began to say doubtfully, "Spark splicing, as I was saying, is nasty business. If you prefer the term, offspring tend to share traits of the parent spark. Additionally, there is a bond that functions like a resonance- is something the matter?"

Her face had begun to crack just then, a strangled noise not quite a laugh and not quite a snort escaping her mouth. She was overzealous to confirm the negative, so much so that her synthetic hair wiped back and forth and sprayed loose water everywhere. For his part, Megatron did not bat an optic when stray droplets landed on his exodermal plating.

"Proceed!" her voice cracked sharp on the word.

He waited a few nanoklicks before saying, "-carrying with it emotions such as pain. I have no such desire to straddle myself with a weakness such as that. Additionally, I do not fancy having clones of Starscream running amok. Which just leaves-"

"The Matrix." Her lips twitched up at the corner at his stab at humor and smoothed back into her troubled grimace. "You...want me to give you the Matrix."

"Of course." Megatron proclaimed, "And of your own violation."

Her optical ridges collided together and her fingers performed a quick drum along the neck of her goblet. Her attempt at reserved composition was undone by the twitching at the corner of her mouth-whether to suppress laughter or muttering he wasn't completely certain. At last she managed to say with surprising measured pace, "This _is_ that talk."

For his part, Megatron gave a lopsided grin. "I suppose it has become that without my intention."

"You do not do anything without intent." Phage's tones had not shifted as she continued. "Whatever you have tah say is an exercise in futility, Megatron. Iesh have already expressed at length that Iesh do not possess the Matrix. Your efforts would be...would be better spent engaged in ah hostage exchange."

He stiffened and stared at her critically. He was almost inclined to believe...

"Why so _eager_ to leave. I have been far from an inconsiderate host, and Motormaster's actions will not go unpunished. So I think the least you can do is listen." Megatron drawled slowly, "Optimus Prime-"

* * *

Only now was Spike beginning to have doubts as Jazz, Bumblebee and himself rode astride the Aerialbots in their vehicle mode following after Sea Spray into dark and dark oceanic depths.

The nagging worries had begun to creep in while he stood on the nameless track of beach waiting with the Autobots for Sea Spray, but he had refused to acknowledge the ball of nerves taking shape in his gut. When he proceeded to dive into the Pacific Ocean following Sea Spray's lead the fears had began to grow. Spike wanted to blame his growing skepticism and paranoia on the black watery abyss all around him. He wanted to say it was his nerves getting to him for every creak and strain on his exo suit's frame as the water pressure abused its structural integrity. He tried not to think of running out of oxygen in the suit- it wasn't possible, not for hours in extreme conditions like this. Optimus Prime had ensured when the exo suits had been constructed that Wheeljack and Ratchet oversaw every possibility to see his brother and himself safe.

Lot good it did Buster in the long haul.

 _No. No-_ , Spike reprimanded himself desperately. _Buster went and played hero. That's not what you're here to do. Carly would kill you._ _Dad would kill you. Focus._

Phage needed him level headed for the task ahead. Just- Spike could not see how his own stupid idea would work. Even less that Jazz had agreed with him and jumped right into things. All of this was rushed. A desperate hasty gamble to recover the ball and level the playing field. They had been suited up, equipped and out of the _Ark_ in about an hour, with Jazz briefing on the road. Meet up with Sea Spray, get intel, get in, get Phage and the Matrix, and get the hell out of dodge.

What if she could not phase to them? Starscream had shot her on the battlefield while she was phasing. Spike had not thought that was possible, but he recognized the strange green warp field she produced when she phased even miles off and she was still shot. Spike could not wrap his head around it. He could only conclude that the Decepticons, because of their own phaser programme back on Cybertron, had a means of dealing with 'bots like Phage with her ability. It was just strange that Starscream kept a weapon around for that specific circumstance. Talk about paranoid. Unless Starscream had been sporting whatever it had been since Phage's outlier ability had blossomed. That made more sense to Spike but it did not change his worries. If Starscream could stop her what was to prevent the Decepticons from using the same tech to restrain her to her cell? The nagging doubt poisoned Spike's resolve.

The internal comm-link of Spike's exosuit lit up. His response time to answer it was instantaneous, and only an after realization that the frequency was from Jazz.

{Everyone linked in?}

There came a round of confirmation choruses from everyone.

{Good. Here's how this is going to go down mechs. Anyone has anything to report you send it my way via my personal comm-link as an encoded message only. It will remain open to serve as our form of communication on a cycling encrypted codex every half breem. Passcodes to access and send data were given out en route. Failed to speak up cycles ago that you didn't get them is your own fault. Find a buddy. I will accept no other means of communication. When we hit the 'Cons I won't be able to hear a goddamn thing anyway.}

{Wait, you want us to text you?} For all of his lone operations, Sea Spray was taken aback by Jazz's announcement. {Are you serious, Jazz?}

Bumblebee laughed over the comm-lines. {Don't worry Sea Spray. Jazz does this every battle. You get use to it.}

A frown stitched itself onto Spike's mouth. "Jazz, you're going to go in there and blast your speakers aren't you?"

{Got one even better. You'll see Spike. But you all might want to initiate your audial dampeners when we go in. Shit's gonna get loud. Especially you, Spike. I don't need you getting tinnitus. And Bumblebee, stick with him.}

{That didn't need saying.} chirped the yellow minibot over the comm-lines.

The nagging anxiety became a real compression on Spike's heart. "I thought we were doing this by stealth and precision." he grumbled.

{We are.} Came Jazz's swift response that did little to ease Spike's mind. {We talked about this en-route to the beach, Spike. I'll not risk reiterating it so close to the 'Con sea base now. You know what's up, man.}

Usually Jazz had a way of making him laugh and smile. The mech was so easy going and friendly, and his familial use of Earth language had a way of putting anyone at ease. But Jazz in command unsettled Spike on a level he simply did not like. Perhaps it was the flip flop in the black and white Autobot's persona, from 'everyone's best friend' to curt, commanding, and takes no one's bullshit. Part of Spike reasoned that he himself was being ridiculous. The stakes were high. Prime was terminated. Megatron had the Matrix. And his cousin. The last thing anyone needed was another Decepticon combiner team because that undoubtedly was going to be the first thing Megatron used the Matrix for. Standing record was three-combiner team to zero-anything else. If Jazz was short the mech had reason. Spike concluded it was himself that just needed to take a moment and breathe.

Wrestling with his own inner turmoil, Spike could not help his own selfish impulse to be snippy. "I should have known better. You 'bots don't know the meaning of the word subtle."

{Of course I do. You just haven't seen my best yet. Ah-we've arrived at Kansas!}

Spike had to do a double take and squint hard at his monitors before he noted the faint glow of lights in the distance. The deeper the extraction team descended, the more pronounced the lights became. Then abruptly, Spike had the sudden unsettling notion of the plethora of lights of the Decepticon sea base were the bioluminescence byproduct of an enormous, ancient fish of a bygone age lying in wait for its latest prey to draw closer.

{Alto! Alto!}

Spike's heart rate accelerated at Sea Spray's command to halt in the Autobot language echoed over the comm-lines. Keeping a critical watch over his monitors for Decepticon energy signatures, Spike noted with the keen interest of a hawk as the gruff M.T.O. transformed to his bipedal mode and his arm shot out. The Aerialbots and Jetfire cut their thrusters and transformed, sending Jazz, Bumblebee and himself aside. Spike was all too thankful for the cliff shelf he could put his own two feet on though he was also stunned they were so far below the surface so quickly.

{Why the halt, Sea Spray?} inquired Jazz, arms gesticulating in a rapid flurry around him as he approached the mech in question. He did not miss that Jazz's blaster was in his favored hand.

Through the screens of his confined exosuit, Spike observed as Sea Spray pointed ahead. The familiar gruff, half drowned vocals kicked Spike's stress levels up ever higher. {We have trouble.}

Instantly, Spike's hands became cold and clammy even as his fingers tightened to a white-knuckled grip on his exosuit's controls. Doing a double take on his scanners, Spike's eyebrows joined together in the middle of his brow. "I'm not picking up anything."

{I didn't say it was 'Cons.}

Spike stared hard at his monitor readouts. "I don't see anything. Just black ocean."

Over the comm-lines, Sea Spray intoned gravely, {Look closely at the lights from the Decepticon sea base. Then strife to your right a foot and back. Notice anything?}

Jazz humored Sea Spray, as did everyone else. Spike commanded his suit to shift marginally, and he caught the anomaly that had Sea Spray on edge. Spike felt his anxiety pitch sky high dramatically.

"Shit." Spike spat over the comm-lines. "The lights disappear- something...something's out there."

{A lot of something.} Sea Spray confirmed. {My guess is the 'Cons have deployed some sort of camouflaged objects.} The battle-scarred mech glanced sidelong at Jazz. Their optics and visors were a bright luminescence in the absent of light in the dark watery depths. "Shanix on it that their mines."

By the illumination of Jazz's visor, Spike could pick out the stern frown. {Judging by your reaction,} Jazz said at last in a carefully neutral tone, his free hand waving in the direction of the underwater valley that nestled the Decepticon base, {these are recent.}

{Absolutely.} Sea Spray did not remove his attention from Jazz. {They knew we were coming.}

If at all possible, Jazz's features darkened dramatically. Spike did not like the cold, fierce change in the least. {Could be preemptive.} came the saboteur's drawn out response neatly packaged in cold dark undertones. That decided it for Spike, he preferred the Jazz that could rattle off the top forty music list to him in a heartbeat. Not...whatever and whoever this was.

"Could be we have a retro-rat." Sea Spray shot back.

"Or a gap in security." Unless Spike was hearing things over his instruments, he was almost certain there had been a warning in Jazz's counter.

"Could be." Sea Spray nodded along, though his tone suggested far from sheep behavior. "Though I always wondered why Cliffjumper went off on a tangent about traitors and spies."

"There. Is. No. Traitor." The dark, almost snarling note that entered Jazz's voice took Spike by surprise. That was uncharacteristic. Too many surprises in one day. Too many shocks and twists and turns, some form of normalcy was needed. Of all mechs Jazz should have been a normalcy and he was not. The friendly, easy going nature was slipping and sliding to...something else. Spike just wasn't sure what exactly.

{What do we do now, Jazz?} Inquired little Bumblebee over the comm-lines.

 _At least Bumblebee is a last refuge for normalcy,_ Spike thought.

{Now? We press forward.}

A grumble filtered over the comm-lines from Sea Spray. {It'll take time to pick through this mess.}

{Then start, man.} Jazz shot back. {You're our Gandulf, lead the way.}

{What I mean,} Sea Spray began, glancing backwards to the rest of the group. Although Sea Spray had a visor, Spike was certain he was looking at him. {Is if one of these things goes off, we could be looking at a repeat of Solrora Storm."

There was silence across the comm-lines as heavy and oppressing as the dark ocean around his exosuit that was straining and pressing in all around. He was so glad when Silverbolt's calm, collected vocals streamed through the comm-lines, the first that the young Aerialbots had spoken in a long while.

{What was Solrora Storm?}

{Sounds pretty.} piped up Fireflight suddenly as if he found the courage to speak once Silverbolt had broken the first barricade.

{ _Sounds_ like hell.} proceeded Slingshot, abrasive as ever.

After a long moment, it was Jazz that turned to address the extraction team, particularly the Aerialbots. {Solrora Storm is also known as the Last Flight of the Seekers. The battle occurred pre- _Ark_ launch from Cybertron.} Where under difference circumstances Jazz would have gladly elaborated in full any inquiry, he gave no additional explanation. Spike realized he didn't need one. The implications were daunting. {If you're curious beyond that, ask Teletraan to pull it up when we get back to base. As for you, Spike. You should head back.}

"What?" was Spike's very confused, very eloquent response.

{Bumblebee, I want you to accompany-}

"Hey! Wait! Hold on! No! Do you hear me, Jazz? I said no!"

{Spike,} Jazz began slowly, gesticulating with his free hand to the mine littered waters between them and the Decepticon sea base, {if things go kaboom we can't...bring you back.}

That familiar Witwicky temper flared with a vengeance through his veins, burning away at the fear and anxiety that had been steadily consuming him prior. Even though he had entertained the small selfish desire to return to the surface it had only ever been just that- small, selfish desires spurned on by very basic animalistic fears. Giving in to fear and running and never been one of Spike's strong suits. Hell, he had personally risked life and limb insulting Megatron inside of his own command post at the Battle of New York just to distract the Decepticon Commander. A merry little jaunt through crushing oceanic pressures and a mine field were nothing to the very real fear he had suffered then.

"Don't you dare pull that crap on me! I run the risk of dying every single time I step out in this god damn exosuit. Shit, Jazz! I was more at risk when I use to run sans-suit with Bumblebee! Where was the concern then you tin-plated bastard!"

A long silence held sway over the comm-lines. When it went on for too long, Spike began to stress that he had crossed some new line somewhere he hadn't been aware existed, a sentiment he felt echoed Jazz's faceted persona. A small wave of relief eased his budding anxiety when he noticed the light of Jazz's visor bobbing up and down. It was Spike's only way of knowing he had given his blessing. Otherwise, the saboteur turned aside back to Sea Spray. {Lead the way, Gandulf.}

{What does that even mean?} Sea Spray's tone betrayed his irritation.

{I'm not going to stand around here rusting away just to explain it to you.}

Annoyed now more than anything, Spike just shook his head.

{Hey!} piped up Bumblebee from beside Spike, who burst with sudden energy, bubbles bursting around his little yellow body as his arm jerked up to point somewhere down in the distance. {How about we just follow those? They look too important for the 'Cons to have put any mines around and they look like they go straight to the main compound!}

The light of every Autobot visor and optics shown in the dark abyss as they turned to discover the source of Bumblebee's enthusiasm. Spike eventually managed to detect the vague Cybertronian-made shape on the ocean floor far beneath their vantage point. The man squinted, staring hard at his monitors. "Are those...power cables?"

{Yes.} Sea Spray answered reflectively, then again with more enthusiasm. {Yes they are! The 'Cons have them running to each of the facilities around their sea base! They wouldn't dare put any of the mines around those!}

{Perfect!} the glee in Jazz's voice was evident, and a much needed balm to Spike's frazzled nerves to hear a return, however brief, to the Jazz he had known for years. {Good optic, 'Bee my bot! Sea Spray, take us in!}

* * *

Phage's optics drew wide under the shadow of her optical lashes.

"-was the real enemy here."

Mircotension eased gradually from her shoulder struts and she giggled. "For you perhaps."

"For all of us." Megatron growled darkly. "He possessed the sole means of creating new viable Cybertronian life and did _nothing_ with it. If Prime had used the Matrix for its very purpose we would have thousands in a day. A million within a month. We could overwhelm humanities numbers and seize this planet as our own. Instead, we sit on the verge of the event horizon for our species while Optimus was content to sit in the _Ark_ entertaining the primitive will of humanity- because he _liked_ them. Cultural diffusion he called it, subjugating the Autobots to the beck and call of this planet's governments, integrating Earth sports and holding... _charity_ races to play the popularity game. Then that movie business..." Phage's optical ridges shot skyward before her nose scrunched up in blatant distaste as Megatron tried to hide the shudder that threatened to overwhelm him with a swift, deep drink from his goblet. The finality of his shot was pronounced when he slammed it back down on the bar top, the little engex inside sloshing wildly about, and declared fiercely, "Bah! I'll tell you what it was- melancholy. He would have our species _end_."

"That isn't Optimus." Next to his own heated conviction, Phage's own voice came off meek.

"Isn't it." Megatron retorted hotly, "Optimus tried just that four million years ago. It was Prime who attempted to kamikaze the _Ark_ into the Earth. If ever you have hated my Decepticons and I for anything- the death of your parental unit, Radar, or Buster-"

The bubbly laughter and lopsided grin died suddenly and was replaced by classic resting bitch face. "You leave them out of this conversation."

Her stern interject was ignored as Megatron steamrolled over her and continued to say, "-Optimus Prime should burden half your hate and half the blame."

Phage became tight lipped and Megatron took it all in stride. In his long life, he had dealt with mechs and femmes stronger, faster, and more dangerous than herself. Glaring and acid retorts were nothing to his thick metal skin. However surprisingly, Phage leaned towards him, a flash of cold hard steel in her optics that drew him in, curious about its promising mettle. "This might surprise you," her words were cool and clear, tumbling from her glossa in hushed conspiratorial tones and the smell of engex, "but I do not hate you for their deaths."

"Actually, that does." Megatron's optics glinted and dulled as his head inclined to a slight angle. "Why do you not? You have every right to."

"I use to, when I was young." she replied candidly. "But hate is a poison that sinks to the marrow of your endoskeleton and sears you from the inside out. I did not want any part of that then and I do not want it now. But you-" Phage grimaced, "you just feed off hate."

"I have watched you a long while, Phage. Your hate never went away."

"It is not hate," she snipped, "it's anger. There is a difference as tall as mountains and as deep as canyons." Megatron opened his mouth to continue, but Phage beat him to it. The boldness, from where it came he hardly knew, stunned him enough to hold his peace. "I know what you are trying to do and it will not work. I came to term years ago that death is an inevitably of life. If not for the circumstances of your presence my father would have likely died from the shrapnel in his chest one way or another. And Buster..." she slowed and said carefully, "life is unpredictable. Whether he had lived a full life or died in an accident, death finds us all in the end. So no," she announced with finality, "I do not hate you for their deaths. Everything has its end. From a flower to a nation, from a planet to a sun."

A moments silence held between them, a spark pulse too long. Megatron sat back, readjusted in his stance and said slowly, "How... poetic."

The tone in Megatron's voice rubbed Phage the wrong way. She bristled and hastily added as she looked aside, "Quit trying to use their deaths to make me hate Optimus."

"And what about Optimus."

"What?"

"You do not hate me for your father or your cousin, but what about Optimus's death?" Phage became flustered and looked aside to her right. Her face screwed up as her glossa fought with her processor for silence over words. Megatron left her to tangle with the raw thoughts and emotions he had exposed, before saying, "I had my reasons."

"I've heard enough."

"No." he said dangerously. "You have heard enough when you understand the full complexity of today's matter. I terminated Optimus Prime because he had locked us in a perpetual cycle of unending conflict, using the Matrix only to revive the Autobots when they would fall in battle and then had the gall to tell everyone that the Matrix would not produce more Cybertronians." Megatron became irate as he went on, every word a brisk clip on his glossa; his natural gravel tone and infamous temper lending a seething edge to his words. "I do not like _retreating_ from combat Phage, but what other option do I have when my enemy _cannot_ terminate? Optimus wanted an end to the conflict but could not let anyone go. Knowing him, it was likely over some remorse for his actions four million years ago. What was I to do than force matters by seizing the Matrix and exposing Optimus for his hypocrisy by creating the Constructicons? And when _that_ course of action just perpetuated an entirely different cycle, I was forced to end matters entirely- by cutting down Optimus Prime himself. I was _tired_ of the repetitive cycle Optimus trapped us all in. We need progress to _survive_ and humanity needs to be eradicated if we are to _thrive._ "

Her face contorted into disdain. "Don't try and play _me_." There was a heated edge to her words that plucked at Megatron's nerves the wrong way. He found himself bristling, mouth twitching at the corner into an unrealized snarl. "What was Optimus suppose to do? Let the conflict consume the Autobots until I-ee-he- was," suddenly, her mouth snapped shut and sucked in a sharp breath through her olfactory and held it, her chassis and cheeks expanding with the action and the latter coloring a unique tinge of blue in utter vexation of her slurring tongue. As she had done before over the course of their conversation, she deflated steadily and stressed steadily, " _He_ alone was left standing?"

"Optimus should have accepted the facts I had presented him time and again. Humanity is not worth defending. Certainly not at the expense of our people."

"Tch!"

Megatron's optics narrowed to seething crimson slits. "Do you realize Phage, that Optimus Prime would have waited till humanity's end days, make some speech to lament the loss, and then dug up this backwater planet right alongside me as he has done countless worlds before. It _was_ our original agreement when we left Cybertron!"

"Millions of years ago." the femme snipped petulantly.

The only response he allowed himself to her quarrelsome behavior was a grimace as he continued as if she had not interjected, "Over the years I have simply tried to express to Prime that we push the time table. With humanity pushing back against us, it has come down to a matter of the fleshlings versus us. Something I am sure that has concerned _you_ as of late. Or were you not aware that every major power on this primitive planet wants you cut up on a lab table for reverse engineering." Without speaking she gave him his answer by jutting her bottom lip in a petulant pout. "Good. Then you can grasp that the protection Optimus Prime afforded you while you were under lock and key at the _Ark_ is gone after the day's shifting dynamics. Continue to cross me and you will find yourself bereft of the protection you have taken for granted." Phage began to bluster with a useless retort that was drowned out as Megatron pressed on, "Just remember, I am for the survival of Cybertronians and of the Cybertronian way while Prime preached cultural diffusion... Look where that led him."

"So you murdered Optimus-" for her credit Phage schooled her expression to a classic deadpan visage, "because he liked to play basketball."

"Don't trivialize the matter." Megatron sneered. "I am harsh but I am not the enemy here. Prime knew he was playing a dangerous gambit with me-one he lost. One that you went and threw yourself right in the middle of where you do not belong. If you would kindly step out of the way we can at last proceed forward. I promise you will be greatly compensated for the matter."

"I don't want your _compensation_."

Megatron's visage darkened. "I understand your _angry_ about Prime's death, but there is no point in being loyal to a terminated mech. Do not be a martyr for the Autobots, Phage. I am trying to offer an easier means of settling things with you. The only one who will suffer in the end is you and not a one of the Autobots will appreciate your sacrifice. If you take the easier path and kindly give the Matrix to me, _Bearer_ ," the jeer came as a hard as any backhanded blow Megatron could have thrown as he rested his elbow on the bar top and his fingers uncurled, palm up and outstretched to her, "I can move all _Cybertronians_ forward."

As a slow, stubborn glint formed in her optics Megatron knew some cheeky, useless quip was coming light years before the words left her pursed lips.

"You know," empowered by liquid courage, Phage gradually leaned forward over the bar until their faces were a hands width apart. "I've experience with abusive relationships. I know the warning signs when some jackass starts spewing shit talk around about people I care about to make himself look good." she slurred in a loud whisper that defeated the point, "So, I think I know what I'm saying when you are the textbook example of a serial, predatory manipulator. In conclusion, fuck off."

Megatron's fingers curled inwards. His optics grew wide before narrowing dangerously. "The hard way then."

Sloshed, she still did not seem to fully grasp the seriousness of her situation and blew a raspberry at him. Megatron balked at her gall. "Pfft- Witwicky. When-" her optics slide shut and opened again as she struggled to find the appropriate words to wrap her tongue around. "-don't we chose the hard road."

Even as Megatron's features contorted into raw anger, the tone of his voice strained for waning patience. "Perhaps we should carry on this conversation at a later point. The engex seems to be clouding your better reasoning."

"I understand the situation perfectly."

"You do, do you?" If words could have an edge, Megatron's was gleaming sharp steel. "You too then would rather sit here and tell me you would rather perpetuate a futile exercise in pointless struggle. You should really take a moment to reconsider what your lord is asking of you."

The femme laughed at him as she swept up her goblet and downed the whole drink. Megatron's optics flared and narrowed.

"I just remembered something else that set you apart from Ariel." A slow grin played across Megatron's lip components as Phage tilted her head back to drain the last of the goblet. "Just like Optimus Prime, you are gullible."

* * *

 _{Andromeda's energy signature is just up ahead.}_

Although the nickname that Sea Spray had taken up for Phage at the beach threatened to twitch the corner of Jazz's mouth into a grin, the text message set his nerve-circuits on edge. The situation did not sit right with him. He expected her energy signature to be located in a deep fortified area of the sea base that was either a cell block or, Primus forbid- a torture chamber. Not located on an upper level with...was that a window? Sea Spray couldn't be leading them towards... The line of thinking dropped off when Jazz did a double check on his own internal scanners. Lil' Katt's energy signature was indeed located in the same chamber as the wall-length window they were approaching from beneath.

Jazz's central processor went blank. He could not entertain the notion of a thought beyond the objective ahead. Discovering _why_ Lil' Katt was in a chamber with a _window_ meant all the difference in the next half breem to Jazz.

As the extraction team approached the chamber from beneath, Jazz signaled for the majority to stay behind. With swift jabs to Bumblebee, Spike and Sea Spray, only the four of them approached. Rising up to the edge of the window on their thrusters, the portion of the extraction team gripped the edging of the window seal and peered inside.

If Jazz had been Prowl, his logic center would have crashed and had to reboot from the sight playing out before his optics. As he was not the Autobot Tactician, all Jazz could see was red.

{Can someone confirm what I'm seeing here?} Came Sea Spray's voice over their comm-lines. {I must be suffering a glitch in my optics.}

Bumblebee's head snapped around and jabbed a finger over the lower portion of his battle mask covered face where his mouth should be. _{Text, Sea Spray! Text!}_

Even with his full battle mask in place, the way the grizzled war veteran's head rolled back implied his annoyance with the unorthodox mission guidelines.

 _{She doesn't look in distress to me.}_ Came Sea Spray's group text moment's later.

Jazz's fingers strained against the minor ledge provided by the window's metal frame. Lil' Katt having drinks with Megatron... Every circuit of his being burned at the sight his optics were feeding him.

{This bitch!} Jazz growled over the comm-lines. {When I said she needed a date I didn't mean with Megatron!}

Both Bumblebee and Spike's lifeless but very Cybertronian-esque exosuit's heads snapped in Jazz's direction and glowered. For Bumblebee with his battle-mask it was noted by the burst of light from his visor that narrowed to a thin band of light.

 _{What happened to group messaging only, Jazz.}_ Came Bumblebee's quick message, something that was easily done by internal mental commands whereas Spike's took a moment longer in reaching Jazz, only because the human had to viciously type away at the keyboard in his exosuit.

 _{That had better of been a joke.}_

It was rare that Jazz did not know how to respond to a situation. Unfortunately, when situations presented themselves as blatantly as what he was clearly seeing...

 _-How could that glitch be drinking engex and amicably chatting away with Megatron? Megatron!_ Fumed Jazz internally. _Did she just laugh? Was she laughing **with** the fascist, mass-murdering-_

He noted that Sea Spray was staring hard at him. Begrudgingly, Jazz lowered himself from the window as to not draw the attention of the Decepticon Commander and glowered back at the battle scarred M.T.O. The others followed his lead and lowered themselves as well.

 _{What?}_

 _{You know how this looks.}_

Behind his own battle mask, Jazz ground his denta together. His lifeblood was on fire. If there was one thing that pissed him off more than sloppy work it was the implication of what he had just witnessed. There was nothing else Jazz would have liked to do more in that instant than shout and curse the word that Sea Spray was suggesting, yet the very fact that someone else was implying what was already on his processor helped to balance out the blind rage building inside and bring reason and logic to his processor. In this very serious moment, Sea Spray's subtle implication was so much like Prowl that it nipped Jazz in the aft and kept him from doing something he might later regret. That was something he liked about Prowl, the mech was a counterbalance to Jazz's emotions that helped him to focus through critical matters such as this. Slowly the rage drained from him til it was no longer critical, but still dangerous levels. Few Autobots functioning would not have gone off on a blinding fit at the sight he had just seen.

 _{Don't say it.}_

As with any form of messaging, there was so much of the emotion that was loss in the transmission. Emotions that were ultimately left up to the recipient to fill in the emphatic void. None of that was missing from the message Jazz sent zipping along their wireless communique. The underlying threat, the crack of the growl of his adopted commander's tone was realized by all the extraction team that received and read the message.

Grizzled old Sea Spray blatantly ignored the warning.

 _{If Cliffjumper were here...}_

The glow of Jazz's visor narrowed to a dangerous white hot band across his blue visor. {I. Said. Don't.}

{Phage isn't a traitor!}

{Damn it, Spike!} snarled Jazz back over their comm-lines, twisting around and jabbing a finger roughly into the exosuit's chassis right where Spike was safely nestled away. The movement was so forceful bubbles exploded into existence with the swiping motions. {I just said not to throw around that word!}

Jazz had not been aware that the Aerialbots and Jetfire had swam up to their location until Silverbolt asked innocently enough over their standard encrypted comm-lines, {Are we using comm-lines again?}

Jazz whirled around on the unsuspecting Aerialbot leader so quickly more bubbles erupted from the action. His visor flared from blue to white hot as he managed to somehow express his anger through text. _{NO.}_

Even though every Aerialbot was twice Jazz's size, Silverbolt still shrunk under the force of Jazz's presence and with him the Aerialbots did likewise. Jetfire, larger than everyone present, took everything in stride. Unusually quiet and graceful for one of his size, the scientist carefully peeked into the chamber beyond the glass and quickly ducked back down.

Sea Spray hung on to the thin ledge with a finger, buoying the rest of his weight easily against the wall with one foot pede. Despite his battle mask, there was an aggravating quality to him that rubbed Jazz the wrong way at that very moment. {Didn't say she was.} intoned the old M.T.O.'s grizzled voice over the comm-lines and that just set Jazz on edge all the more.

Did no one listen to orders? Did not a one of them realize that if Soundwave was nearby it would be more difficult for him to crack the messaging than the comm-lines?

Sea Spray began ticking off the offenses on his free hand. {Just saying this looks bad. Drinking and casual chatter with Megatron after a major battle that led to Optimus's termination.}

 _{Message!}_ Interjected Jazz furiously.

{Speaking of, how is it that Megatron got the upper hand on ol' Prime anyway? Wait, the lil' Andromeda is also Ratchet's assistant.}

 _{Message, Sea Spray!}_

{I believe that means she aids in repairs, including Prime's own...} he let the implication sink in to everyone's processors as he continued with his final fourth tick. {And she's suppose to have the Matrix? None of this look good.}

{Watch it, Sea Spray!} Growled Spike over the comm-lines. {Phage isn't a traitor!}

 _{MESSAGE! EVERYONE! THAT'S AN ORDER!}_

 _{Andromeda was never very loyal even when she was human.}_ Not skipping a single spark pulse, Sea Spray continued to challenge even as he made the switch, glancing from Spike to Jazz. _{She left when she was human. What about now? Who do we have in there? Andromeda or Calypso?}_

 _{When you put it like that Sea Spray,}_ cut in Slingshot unexpectedly, _{it really puts in to perspective her abduction months back.}_

Sea Spray's head swung in Slingshot's direction. _{Come again?}_

Silverbolt and the other Aerialbot's attention swung in the direction of their compatriot. _{Stay out of this, Slingshot!} Warned the Aerialbot leader._

The generally disagreeable and usually argumentative Aerialbot jabbed his finger over his shoulder strut in a simple gesticulation. _{Megatron had the Seekers swipe her from the_ _Ark_ _after her outlier ability blossomed. We Aerialbots are the ones that found her washed down river three hours after the 'Cons took her.}_

Sea Spray turned his attention back to Jazz, his displeasure evident. _{Slagging Pitt, Jazz. Have we a rescue operation here or an arrest for treason?}_

 _{You have it all wrong, 'bots! Phage would never join the Decepticons!}_ Even as Bumblebee interjected, optimistic as ever, the little Autobot scout kept one optic on scene in the bar and one on the extraction team. _{You're reading into lines that just aren't there!}_

 _{Are we?}_ Slingshot challenged. _{I think Sea Spray has laid out events quite clearly.}_

Jazz had half a mind to have Sea Spray and Slingshot locked up in the bridge for insubordination once they got back to the _Ark_.

 _{Slingshot- I think you've forgotten that you and the Aerialbots strayed not long after your activation while you were trying to figure out the factions. That said, keep your thoughts to yourself. Sea Spray, that goes double for you. You should know better.}_

 _{I was only saying what you were thinking.}_

Behind the battle mask, Jazz fumed. _{I don't condemn and execute innocent Autobots on conjecture. Phage is innocent until proven guilty. That's what Optimus would insist upon.}_

Even as he sent the message, Jazz sat on an uncomfortable fence line. He liked the femme when she was human and enjoyed her company just as much when Optimus had brought her back to the _Ark_ as a Cybertronian. Pitt, he would go so far as to say he would consider her the sister that he never had. Additionally, little known fact, he had been trying to nudge a very stubborn Optimus Prime and equally opinionated femme together for years. The chemistry between the two had been apparent early on. He had thought when she came back to them as Cybertronian... Well, two Earth years of patiently plotting attested to the difficulty of his personal self-appointed task.

It made the current situation very uncomfortable indeed.

On one side, defending her innocence was something that Optimus would do. The Prime had insisted as much years back when Cliffjumper had tried to accuse Mirage of being a double agent and that road led nowhere. Before that, Prime had held the same sentiment any time something of such sensitive topic emerged on Cybertron. Presently, Jazz really wanted to believe that Lil' Katt was the victim of a series of unfortunate events. As events stood, her outlier ability became known, likely the Decepticons discovered it via way of Soundwave's spy team. Megatron orchestrates her kidnapping months later because the nut-case had a fetish for assassins. According to Phage in her debriefing, she was allowed to leave after a talking and a haphazard attempt by Soundwave later to bring her under their heel. Then, Optimus goes over-protective mode, restricts her activity to base under the guise of mountains of training, and...she still finds the free time like any young hot head to test her phasing abilities. Fast forward to the present, and like a Witwicky, she plays hero and gets herself lodged between a rough spot and a mountain.

On the other hand, Jazz hated traitors with a passion as much as the next Autobot. He hated to admit it but the chronological series of events did not look good in the least. Her phasing outlier ability bloomed her first year in her Cybertronian form. Months later, the Seekers kidnap her right out from under their olfactories. Three hours later the Aerialbots recover the unconscious femme on the arid flats skirting the desert dunes on the opposite side of Mt. St. Hiltary's rain shadow. Ratchet checked Lil' Katt off as fine at base, and though she had given a debriefing to Optimus Prime, Prowl, and himself, there was so much that could have happened in those three hours that she could have left out if she had willingly flipped in that time period. If he were to speculate further on Sea Spray's proposal, the results just left Jazz more and more angry and bitter. The conjecture that Lil' Katt had trained under Ratchet for the sole purpose of sabotaging Optimus Prime and stealing the Matrix out from under them to give to Megatron combined with the recent discovery of her moonlit phasing... The series of events could lead one to speculate that Phage had flipped a year back and had been steadily working up to some ulterior goal, maybe to assassinate them all with her phasing. Or it could have been to just do in Prime. It could have been that the battle earlier that day had been patiently planned out for the last year by Megatron and the Decepticons-

-It could be that Lil' Katt was a traitor. Could be she was innocent and had just misstep with the moonlit phasing like any young hothead. And like any young visionary, thought she could actually save Optimus Prime herself on the battlefield.

Jazz took a moment to collect his thoughts and calm his nerve-circuits. Lil' Katt _was_ his friend. Alicean Witwicky had _always_ been an Autobot ally. Every Autobot was permitted to leave. Even allies. And they were always welcomed back with open arms. Alicean had left. And she had come back. In five million years, Jazz and known plenty of 'bots that had done the same. What Phage needed _now_ was rescuing. Conjecture could be sorted out later. What he had just seen, the bar, Lil' Katt sitting alone with Megatron chatting it up like old friends... that, _that_ would be sorted out later. At the _Ark_. With logical thinking Prowl at his side and Optimus Prime restored to pass his final judgment...

{Jazz! Jazz! We have to get in there now!}

Jazz's finely frayed patience snapped. _{MESSAGE, 'BEE!}_

The yellow Minibot whirled on Jazz, every jerky movement signaled his agitation as he pointed frantically into the bar. He was so wrapped up in near panic he ignored Jazz's order. {Phage just sliced Megatron's throat!}

Behind his visor, Jazz's optics threatened to exceed their limitations. {She _**what**_?!}

{What are we going to do Jazz? Megatron's going to terminate her!}

 _{I guess we have Andromeda in there after all.}_

Slingshot crossed his arms over his chassis. _{Or a disagreement.}_

The Aerialbots whirled on their brother threatening violence.

 _{Everyone calm down and listen to me!}_ Jazz rushed to send and cease command before everything fell apart around him. _{We go with Plan B!}_

* * *

Something heavy smacked against her olfactory. Phage stilled, optics flying open. She pulled the goblet away from her lips and stared into its depths.

A Decepticon badge stared back.

"What-?" her head shot up, synthoplasmic cheeks a vibrant blue, blinking hard as she swayed marginally on the stool. "What is this?"

"Your badge." Megatron said simply, as if it was the most obvious thing in the world.

The femme stared at the Decepticon Commander long and hard. In slow, dawning horror, Phage's optics enlarged to their fullest as Megatron's smirk transmorphed into the cyber waste-wolf smile that split his face audio to audio.

Optimus and Phage realized a few things all at once. First, the only thing Megatron had wanted them to do since entering the bar was to drink with him. Period. It was the only thing he had asked repeatedly.

Second, Phage, like Optimus, was a historian by nature. The only reason in history that someone of questionable reputation put anything in the bottom of a glass was boarding masters, crimps, and pirates to shanghai unlucky souls into service.

Thirdly, Optimus confirmed her very real fear by informing her that a very similar practice went on during the War around the Neutral Territories- only they did not call it shanghaiing, they called it Altihexed. Optimus would frequently receive reports of Autobots going missing in and around the city-state of Altihex and the Neutral Territories from bars where gangs of Decepticons were seen in the area. The reports were always the same. There would be causal chatter that disguised the subtle deceit or intimidation tactics employed, drinks, and a Decepticon badge at the bottom of the glass. What followed was worse. Engexed and drugged to comply to any command, the Autobot or Neutral would disappear, sometimes forever. Intel confirmed that the Autobots that disappeared that way often were forced body modified to the point to be unrecognizable and Branded.

The goblet dropped from her numb hand and clattered on the bar top. The Decepticon badge tumbled out and glared back at her.

"No- _No_!" Phage denounced, her voice going shrill and loud in rising panic. "I didn't agree to anything! I didn't-"

"But you did." Megatron said smoothly, "I asked you to join _me_ and you drank to it. That is a verbal binding contract." His cruel smile twitched on his mouth as hers grew lean in horror. "Your neutrality has not mattered for the last breem."

Phage's lips mouthed his words but no sound came out. Patiently Megatron waited for her sloshed processor to catch up to the word play.

" _Why_? _**Why!**_ " the rush of rising rage that bolstered her voice was a familiar sentiment to Megatron. "What's the fragging point of that! So you can order me to give you the Matrix?! Do you really think-"

"The neutrality laws back on Cybertron were sensitive matters Phage, but now that you have forsaken your neutrality and joined the Decepticons-" She made to interject but he spoke right over her. "I'll have no qualms in dealing with your insubordination. Punishment is kinder than what I would do with Autobots and their sympathizers."

The implication hung between them.

Phage exploded on the spot and started screaming at him. "It doesn't work that way! You can't-!"

"I _**can**_." Megatron matched fire for fire, anger for anger, flashing denta for his own snarling growl. "With Prime terminated and _you_ down here, my word is the only law that matters! Now why do you not take a long hard moment to reconsider what it is that I, your lord, am asking of you."

The bright vibrant glow of a laser scalpel cut through the air in an arc towards Megatron's exposed neck cables.

The next few seconds occurred in a blur. Phage processed the sweet satisfaction and exhilarating adrenaline burst as the laser scalpel cut into Megatron's exposed neck cables. Colors imprinted on her memory. Vibrant energon blue of lifeblood splattering across the bar. The same color stood stark against Megatron's gray color scheme. Crimson son red, the shade of Decepticon optics, as Megatron's burst in a dangerous, murderous flash. All the colors of the engex display as they ran together like turpentine introduced to a oil painting. Pain blossoming as she violently became acquainted with the cool surface of the bar top as her right arm was twisted and bent mercilessly behind her back.

"Glitch!" Megatron roared. His optics had not lost the scorching glow as he seized her right hand, applying crushing pressure until she dropped the laser scalpel. The medical tool hit the bar top and fizzled off-line.

* * *

Outside the bar, Rumble and Frenzy shared a glance between them at the commotion and yelling coming from within. For his credit, Soundwave did not flinch a muscle cable.

Frenzy held out his hand, open-palmed to his brother and twiddled his fingers. "I want my shanix back."

Disgruntled, Rumble's optics darted behind his visor between his brother and the door. Even as he fished out the glowing energon chips from his subspace and handed them off to his brother, the red Minicon was saying, "We should go in there."

"Why?" Frenzy barked out a laugh as he snatched his shanix back that he had lost just earlier that day. "What are you afraid she's going to do? Break a glass over his head?"

"It's what Megatron will do to her." Rumble said slowly, his words tapering off towards the end.

"Oh Pitt. You _are_ going soft. Can you believe him Soundwave?" Between his teasing, Frenzy jabbed his thumb in Rumble's direction and glanced up at Soundwave before looking back to his brother with an indecent grin. "One sleek-curved femme bats an optic at you-"

Rumble's denta ground together as he flashed a toothy glare at his brother. "You _know_ how the Boss gets carried away when he scents opposition, brother."

Frenzy's words caught in his throat.

"We already had to help her out with the Stunticons." Rumble pressed.

"If he's that mad about spilt engex," Frenzy quipped and flinched when they heard a crash come from the bar again, "then he can beat her to within an inch of her life for all I care. She fragged up Megatron's final stroke at the battle. _Humiliated_ him in front of the whole damn Autobot force. I'm not stepping in the middle of _that_." Frenzy concluded, shifting uneasily and averted looking at the door. Boorishly, Frenzy added, "Maybe she likes the gladiatorial treatment anyway, Rumble. You think of that? The Twins of Terror _are_ always with her."

"After we snatched her up the first time." Rumble muttered before he whirled to Soundwave. "Come on, 'Wavy ol' pal. Some piece of mind?"

Soundwave finally shifted. His visor warmed and dimmed. "She had a laser scalpel in her subspace pocket."

Between his jaw that dropped open to the bright glow of his visor, Rumble became the picturesque portrayal of horrified silence. Frenzy stiffened, visor flashing as his optics brightened.

"Well," the purple berserker minicon concluded, "I think she really is trying to via with Starscream for the top of everyone's slag list."

* * *

"Really?" Megatron's voice wavered over her, battling between the rush of adrenaline shooting through his systems and the wild laugh that wanted to gurgle up from his vocal modulator at the foolhardy gall of the femme. "A laser scalpel! You've learned more than medical practice from the doctor."

Through the elbow he dug between her shoulder blades and the other hand that kept her arm twisted and bent at a painful angle, Phage felt the pressure of Megatron's weight shift above her and was not at all surprised when she heard his rough gravelly voice whisper above her audio receptor. "You will make a wonderful Decepticon."

"Fuck you, you slagging spawn of a Pitt-bred shit glitch!"

 _That_ was colorfully creative. He'd certainly never been called that before.

Riding high on his brush with death, Megatron's lip components kept threatening to twitch upwards into a grin. "Spit firing she-devil." He had not meant for the comment to roll off his glossa like an enduring pet name, but it had and he did not realize how much he had meant it until the words were out. As sloshed as Phage was, she seemed to have noticed his tone too as a look of terror settled in her optics that did little to help her situation than get a rise out of the savage gladiator in him.

Phage tried to jerk out from under him but he reminded her non-too gently how futile the effort was by applying more pressure to her arm. Her helplessness played to a certain feral part in him as she grunted and squirmed beneath him. Her breath hitched as he nosed along her exposed neck, scenting her fear and savoring the terror building in her optics. He had to resist the building urge to bite down.

"Let's drop all pretenses shall we?" Megatron rasped between flashing denta against her sythnoplasmic skin and savored the shiver of dread that rippled through her. "You're theatrics to imitate phase rot or any of its symptoms are lackluster. Do not insult my intelligence further by pretending otherwise. I will tell you what you do have though-"

Her body tensed up under him while her optics grew wide and round, a kind of desperate dread lighting them.

"-you have a secondary outlier power." He announced suddenly. "Regeneration."

Megatron took perverse amusement as she tried to collect her engexed thoughts and understand the significance of what he had just said. Keeping her pinned with her arm twisted between them and his weight on top of that, he snatched up the laser scalpel with his free hand. Phage jerked and let rent a curt scream as the medical tool flickered to life at full capacity. The scream quickly became long and piercing as he turned it on herself. Brutally, the blade stabbed down into her shoulder and from there Megatron sliced down her right arm in a horrendous macrabre mess, barely mindful not to damage the null restraints in the process. Phage jerked and spasmed and let rent audio-piercing screams. Energon splattered across the both of them and gushed to quickly pool across the bar top. He let his strength and the beast within him get the best of himself, realizing only after that he had cut too deep. Enough to reveal the endoskeleton beneath. Frantic words got caught up in her shrill screams. Megatron picked out pieces, words like native Cybertronian 'alto!' commanding him to stop, she was begging somewhere between, and it was only after the first deep slice that he picked out more words like 'insane,' 'main fuel line,' and 'die.'

The finality of Megatron's brutality was only signaled when he forced her right hand palm up and drove the laser scalpel clean through it, pinning her arm to the bar. Even as he leaned back satisfied with his handiwork, the femme's panic did not quail.

"Cease your screaming." In the absence of his weight, Phage scrambled to yank the laser scalpel from her palm. Megatron seized her left wrist before she made so much progress. A sudden, impulsive urge flared in his chassis and Megatron acted on it, going further than to just seize her wrist. The Decepticon Commander slammed her undamaged arm back against the bar then grabbed her waterlogged synthetic braid and deftly twisted it around his hand and pulled mercilessly before slamming her head back down. The babbling screams ceased.

" _There_. Much better." There was an undercurrent of audible pleasure in his low raspy whisper. "Now look." Forcing Phage to do just that, dazed, engexed and in shock as she was was a far too simple a matter to turn her head around with a tug of her braid. "Do you see- already your self repair systems are working to mend the damage." He studied her reaction, a perverse pleasure seizing him as he breathed in her dawning terror. He inclined his head enough so he could shift loose strains of her fine hair off her audio receptor with his olfactory. Phage trembled beneath him and whimpered as he exhaled through his olfactory harsh enough to stir her hair.

"Incredible, isn't it?" his lips brushed the rim of her audio receptor and felt her jerk beneath him. His lips pulled back to expose his canines as he reaffirmed his grip on her arm. "Like watching sentio metallico at work. Do you notice how the blue light between your seams turns green? Your optics do the same." Megatron tugged on her braid to give enough incentive to look at him. "As far as tells for outlier powers go, yours is quite subtle. Your cheek was split open on the battle field and I watched as the injury repaired itself carrying you here. Deducing you could regenerate was a simple matter from there. But the strength of your regenerative power was further cemented when you partial phased and then entered a full jump at the forest and again when you arrived _here_ unharmed." Comprehension lit her optics only now understanding why he had wanted her washed up before their talk. "Any other phaser would have shown early stages of phase rot, but you were untouched. Two outlier abilities is unheard of on Cybertron, but the Lazalt built you with perfection in mind. How they handpicked your outlier abilities I've yet to understand, but believe me when I say I intend to find out."

"You had no idea." Megatron said after a small length of time, immediately followed by a dry laugh. "I'm not surprised. Optimus's attempt to keep you out of harm's way would have kept your secondary passive ability unknown for a long time."

Fear had gradually swallowed her face as it had earlier that day when he caught her crouched over Optimus Prime's mangled corpse. Her voice was thin and frail. "You never had the intention of returning me to the Autobots under any pretense."

"No." came his hard spartan response.

Her bottom lip quivered once then steeled itself. "What are you going to do with me?" she inquired, voice cracking as the last of the injury sealed without a trace of a mess wound. Reading the cold horrifying implications of her passive ability settle across her face was a sweet delight to Megatron. It was always a savory treat when his adversaries soaked in that vital moment when they realized their fault.

The grin that spread across Megatron's synthoplasmic face was feral. "What couldn't I."

* * *

Then, suddenly, Megatron simply...let her go.

Phage did the only sane thing she could muster the willpower to do. She immediately seized the opportunity to deactivate the laser scalpel and free her hand. Then scrambled out of the bar stool in a desperate bid to put as much distance between herself and Megatron as physically possible when suddenly, her vision swam. The lights of the engex display swirled and tilted crazily. A brief instant realization fluttered through her processor that she had not had any proper energon since the night before.

Phage careened as the engex went straight to her head.

Gently probing the damage to his neck, Megatron leaned forward to casually observe as Phage hit the floor with a resounding clang. The femme groaned before she drunkenly, hastily tried to pick herself back up. She stumbled, crashed into a nearby table and dropped onto the same table and chairs in an engexed heap. The laser scalpel had fallen from her grasp in the chaos and sat discharged on the floor out of her reach. Megatron was also quite sure she had no idea in which direction it would have went. In that time frame his system self repairs reported back that the damage to his neck cables was superficial.

"Lightweight." murmured Megatron darkly.

Abruptly, the Decepticon Commander downed the rest of his goblet before leaping easily over the bar, snatching up the Decepticon badge in a single, fluid motion as he went. Landing lightly on the other side for a mech of his large size and weight, Megatron stalked purposefully up to the teal and white femme, casting her in his shadow. Her face contorted into long, drawn dread at his coming and tried to make a hasty scramble out of her entanglement to put distance back between them. Phage only succeeded in slipping off the chairs and hitting the floor.

Just as her nerves had been shot on the battlefield listening to Megatron's gradual approach behind her, Phage found herself reliving the very same moment as she struggled for her bearings, straining to listen to the hefty approach of Megatron's fateful footfall. Nerve-circuits frayed and fuel pump hammering wildly away against her breastplating, Phage somehow managed the coordination to make it on to her hands and knees and made to make a mad leap out from under the table.

Megatron's massive black hand caught her teal ankle. With one strong armed yank he dragged her back as an undignified screech flew from her mouth. In the confusion, Phage twisted around or Megatron forced her to with the harsh direction he pulled her leg. No matter the event, she ended up sliding underneath the warlord as he knelt in a crouch above her balancing on the balls of his heels. The horrid red of his optics lit his scornful frown with sinister intent and the harsh planes of his sythnoplasmic face in terrible lighting.

"I have tried to be reasonable with you." came the low, menacing chill of his voice.

Her desperate, scrambling hands found purchase around something solid. Fueled by adrenaline and primal drives, Phage let rent a fierce roar as she bashed a chair across Megatron's head.

" _ **Really!**_ " Megatron roared into her face, optics bursting with fierce crimson light. He seized the chair with his free hand, tore it easily from her grasp and threw it across the bar. In the second that it took him to do just that, Phage seized the moment.

She punched him. A hard right hook as best as she could muster prone.

And. It. Hurt.

The femme tried to follow it up with a jab to his midsection and came away with a sharp pained cry of her own.

Optics burning with a continuous fiery glow and mouth set to a permanent snarl, Megatron lost the last of his patience.

Tearing the femme off the ground between his two powerful hands the Decepticon warlord burst upwards onto his feet and then slammed her down on the table. Phage's legs trailed off the edge and Megatron stood at the junction between. Half bent over her, all her vision could encompass was the very same murderous visage she had glanced at the battlefield earlier that day.

Phage quailed beneath the ferocity. Optimus commanded action. Phage tried to join with his older, fortified conscious to push Megatron off with her foot. In retaliation, Megatron lifted her off the table and slammed her back down. The world spun.

"I offered you the path of least resistance!" Megatron was snarling just above her. "Remember that when you are strung up in Starscream's labs getting picked apart!"

"Megatron!" strained Optimus through Phage's vocal processor. "Wait!"

A constrained laugh barked from Megatron's vocal processor. The warlord growled with equally strained wit. " _Now_ you want to talk. You are like everyone else. If violence is the only way to get you to see reason than so be it." Phage could feel the heat of his body against hers and the rapid thrumming of his spark pulsing in its chamber and the wild hammering of his fuel pump in his chassis. "You had the opportunity to do this with minimal pain."

Phage's consciousness floundered in near panic, desperate and ready to lash out at the slightest gambit to protect itself. Optimus's ancient consciousness strained to find a sure road that would, if not save them both, then at least spare Phage trauma and pain.

The small, delicate fingers of Phage's feminine body pried and pushed against Megatron's midsection. It was the only space they could awkwardly push against as Megatron's large black hands held her arms pinned to her side.

Optimus could think of only one clear path. He started talking and fast in Cybertronian. "Alto, Megatron! Eti hos et-"

In an instant, Phage did the only thing she could think to do to stop Optimus from announcing himself. Before Optimus could stop her, Phage bashed her head against the bridge of Megatron's olfactory.

The Decepticon Commander reared back with a roar, vibrant energon lifeblood streaming from his olfactory. Megatron swiped at the dripping liquid with two fingers and held Phage down by her throat with the other.

"Burn in fucking hell!" Phage screamed like a banshee.

 _::PHAGE!::_

" _SPITFIRING_ _ **GLITCH!**_ "

"Don't retaliate!" the femme shouted with such fierce resolve that it left Megatron reeling from the one-hundred-eighty-degree turn. The sheer insanity of her command was not lost on him. If he was not so enraged he might have found the request comedic. As if she could strike at him and declare no tag backs! The sheer nerve of young, impulsive-

{Lord Megatron, this is Skywarp.}

The timely transmission came as a hard reset that left Phage reeling at the machinations of fate and Optimus wanting to give praise to Primus.

Forcefully, Megatron inhaled air nosily through his vents and rushed it out with equal strain. The ancient mech stood teetering between his own personal demon of Mr. Hyde and a struggling Dr. Jekyll.

Time stood straining on tentative hands.

{Megatron?}

The last of Megatron's rabid rage left him in a final vicious snarl before he jabbed at his chassis to activate his comm-line. "What is it, Skywarp?"

The Seeker did not immediately respond. Phage imagined he was probably taken aback by the vehemence directed at him over the comm-lines. {Autobots spotted.}

"Acknowledged." came Megatron's hard spartan response. "Proceed."

And like that the silver, red-and-black-trimmed mech abruptly cut transmission.

"Proceed with what, Megatron?"

The Decepticon Commander ignored her demand. Instead, once again, Megatron seized her forearm with a constrictor's grip. He hauled her to her feet and fairly nearly dragged her stumbling and tripping over her own two feet to the wall-length window. The warlord was saying as he went, words clipped and edged with a growl, "How about I tell you another little war story, maybe you will appreciate this one better than the others."

He slammed her face first against the glass. Before she could rebound off the whole of his hand latched around her head and squashed the side of her synthoplasmic face to the window. Phage gritted her denta and groaned.

 _What in the gods name is with this day and fucking mechs grabbing my goddamn head!_

 _::You should not have stopped me!::_

 _::Fuck you too, Prime!::_ Came Phage's swift, hot and angry open thought to Optimus Prime. _::I did not do **everything** I have done today just for you to throw it all in my goddamn fragging face!::_

 _::You have no idea what he **will** do to you! What you did-::_

 _:: **NO!** :: came the deafening roar across the joined halves of their consciousnesses._

"On our final days on Cybertron," seethed Megatron's rough worn vocal processor near her audio receptor once again, effectively and wholly unwittingly stalling the heated argument that was ready to break out between the two of them, "Starscream led the final aerial assault against Iacon where Optimus Prime and the remaining Autobot forces had gathered. Intel we had gathered from a very _reliable_ source informed us that the _Ark_ was nearing completion for launch." Like Motormaster just shy of two hours before him, Megatron applied an uncomfortable pressure on her cranium that left Phage with no illusions that Megatron would have liked little more than to crush her cranium in his grasp. All Phage could do was grit her denta and bare the brunt of the pain.

"Our _source_ betrayed _me_ and ran to the Autobots." His rage was so violate, so close to the surface, that the Decepticon Commander spat the words out. Solvent splattered across the window beside her. "Knowing we were coming, Optimus Prime had the ingenious notion to retool the Sky Spies with their chameleon cloaks and rig them with explosives. He then ordered the skies around Iacon to be littered with them. Of the remaining hundreds of Seekers still active at that time, do you know how many survived, my _knowledgeable_ Spitfire?"

 _::If he calls me that one more time-:: Phage fumed internally._

 _::Where is he going with this?::_

 _Phage's avatar glowered up at Prime, a selfish half of her enraged that he was ignoring her._

The moment's breath given to them ended as Megatron intoned gravely; "Six."

Their joined attention riveted back to the volatile mech behind them.

"Starscream, Thundercracker, Skywarp and three Rain Maker class Seekers you will never meet. Starscream survived only due to his exceptional speed and maneuverability. Thundercracker lived by unleashing a massive sonic blast that redirected the explosive damage away from him. After today's events, I am certain you can figure out how Skywarp survived.

"The Final Battle of Iacon is amply named Solrora Storm, Last Flight of the Seekers. If you dare to breathe a mention of Solrora to any of the Last Trine, and they don't shoot you, you would learn that the skies above Iacon churned an angry and violent yet beautiful storm. Created no less from the radiation bursts of those hundreds of Seekers all extinguishing simultaneously. The resulting mass deaths supercharged the atmosphere to create the massive ion storm that followed. Debris from the Sky Spies and my hundreds of Decepticon Seekers rained down across Iacon. The only grace of fate is that the vast majority were terminated nearly instantly before any one of them realized the Autobot deceit. That storm raged still over Iacon when the _Ark_ launched."

The inside of Phage's mouth had gone dry. She did not have to imagine Solrora Storm, Megatron's reiteration of it dredged up Optimus Prime's own memories of it. As Megatron wove his story, Phage bore witness to the very outcome of the battle itself, not that it could even be called that. It was a massacre. She lived through Prime's committed determination and certainty as he gave the order to retool the Spy Spies. Desperation drove decision. The Autobots could not fail. Energon and resources were at a critical low. Every available resource had been pooled into the _Ark_. They had to board and it had to launch. Cybertron was fast approaching a young star system with fresh resources to fuel their faction... but the storm ultimately served to distort their radars. Not a single Autobot knew about the long distance aerial bombardment Megatron had launched at the _Ark_ 's launch pad in retaliation days later. Elita-One, Firestar, Moonracer, Chromia, Lancer, Greenlight- last of the Autobot femmes- were caught in the open and were destroyed before Prime's very optics. The rest of the Autobots that were meant to board were forced to stay behind.

The _Ark_ had to launch. They had to get off of Cybertron or every Autobot would be terminated.

"Now," Megatron announced and the ease of his tone suggested a measure of his temper had drained in the telling of the story, "you might be wondering what this has to do with you right now. So permit me to explain. I have taken a page from Optimus Prime's playbook and littered the surrounding sea base with camouflaged mines in preparation for the Autobot extraction team that-as Skywarp has just informed me, has only just arrived."

The inner light from her stellar blue optics reflected off of the glass, doubling the illusion as her optics flew open wide and round to impossible sizes. The magnitude of what he had just told her was apparent. Her dry mouth split open and hung, gaping. Wordless.

"I am feeling unusually generous, Phage. Give me the Matrix and I'll spare the lives of your would be rescuers. The glimmer of Laserbeak's intel was but a snippet of the full scope. I know _exactly_ who is coming and I am more than willing to cut with the Autobot loss. Are you?"

The cold, cruel strategist in him reveled in her misery as he observed the fire in her optics douse under the icy waters of reality. Several emotions flittered across her face shifting from drunken anger, to revelation, to cold hard acceptance.

She quietly closed her mouth and tried to swallow. When her pale lips parted again, her voice tumbled out loud enough for only Megatron to hear. "Spare them. Please."

"Give me the Matrix, Phage."

Her lips parted and hung open. The moment drew out. Megatron reaffirmed her face against the glass. "Do you see out there? The Autobots are drawing in. Spike is with them. If you are banking that everything will turn out all right in the end, that somehow you will be rescued and the Matrix will revive everyone, just remember one thing- the Matrix does not revive organics."

"Megatron," for a drunk she was the most literate one he had ever met, pausing to take time to gather her thoughts before she spoke. "mercy, please. I don't-"

"Matrix, Phage. The choice is not difficult. Nine lives in exchange for one _bauble_ , as you so put it. My generosity or patience will not hold."

Her voice cracked. " _Please!_ I can't give you what I never had!"

She felt the warlord's massive weight shift behind her, lifting turning, then the pressure on her cranium pulled back and she went with it. Phage tensed for the inevitable slam against the wall and was shocked when it never came. Instead Megatron's fingers left off her cranium one by one, trailed down the curve of her neck and found purchase on her shoulder strut.

A soothing action Optimus did with everyone Megatron took and perverted with little effort. The weight of his hand was all wrong. The reassuring squeeze instead brought on trepidation.

And then Megatron spun her around and shoved her against the glass. The same black hand coiled around her throat, forcing her chin up. As her slender white fingers latched around his hand and pried futilely for release, their optics locked.

They stood fixed to their stances like glorified statues carved by master hands from Earth's Hellenistic Period.

The tension weighed on Phage and Optimus's consciousnesses as Megatron stared down at her and through her with a perception and calculating clarity that was millions of years old. Fine fissure lines fractured Phage's resolve. Her bottom lip quivered. In response, Megatron tilted her cranium this way and that with the slightest twinge of his grasp.

All Phage could think, when she could think at all, was that Megatron must have known. That he could see through her deceit and perceive Optimus just beneath.

At long last, Megatron's characteristic frown cracked and parted. His optical ridges gently sloped together in the midst of his forehead. "You really do not have the Matrix."

For the first time, Phage could not speak the words she had been reiterating all day.

"You lied to me at the battle. Your tell was palpable." Megatron's optics narrowed, his confusion deepening. "What _deceit_ are you hiding?"

He was speaking more to himself than to her. Between Optimus and herself, they had enough wits about them to know that much.

Megatron's optics jumped between her own, searching for the answer to the puzzle that left him grasping. When the silence stretched on for more than he was comfortable with the Decepticon Commander abruptly announced, "So be it." His upper chassis twisted, pivoting on his spinal axis until he was counter poised away from her and suddenly shouted, summoning with utmost authority, _"_ _SOUNDWAVE!"_

Megatron felt the femme wilt in his very grasp. Heard her feet as they dragged along the floor. Sensed her as she tried to press herself further against the glass, likely wishing above all else that she could just phase away.

A moment later the door wooshed open to permit the Decepticon in question. Soundwave's large, solid frame filled the entrance, darkening it with his very presence. A flash of color behind the Communication Officer's legs gave away Rumble and Frenzy's location.

"Yes, Lord Megatron." rang the all too distinct flanged vocal processor of Soundwave.

"The Bearer is being difficult." Megatron ripped her off the wall and threw her in Soundwave's direction. As heavily engexed as she was, Phage stumbled, hit the corner of a table and took a dive to the floor. Once the clamorous racket died down, Megatron continued, "Take Phage below and mine her for the Matrix's location. I know she has done _something_ with it. And Soundwave."

The Communication Officer's attention lifted from Phage and back to Megatron.

"Our newest recruit needs conditioning."

Soundwave's visor glowed and dimmed in intensity. "Acknowledged."

Phage did not get back up off the floor.

When Megatron had thrown her, Phage had not gone very far. Closer in proximity to the Decepticon Commander than Soundwave himself, Megatron stalked over to the femme, snarling as he went, and knelt down to drag her back to her feet.

The first kick came unexpectedly and found its mark. A curt mangled shout erupted from Megatron's vocal processor as her foot connected with his cod piece. As he dropped to his knee and Soundwave broke his rigid stance, Phage sprang to life, twisting and rolling up off the floor. Face contorted into a noiseless snarl, optics burning a fierce green that bled to standard energon blue on the rims, Phage viciously jabbed for his throat. Adrenaline burst through Megatron's systems at the first strike. Riding on the cusp of his prior rage, Megatron easily knocked the jab aside but missed the set up power punch that caught him on his sliced, leaking neck cables.

Soundwave's distinct flanged vocals shot off through the air where Megatron's own vocal processor was choked out. "Megatron!"

Burning adrenaline pumping through her systems, Phage twisted around and kicked off the floor and ran at Soundwave. The mech in question was rooted to his position, even with his full battle mask his surprise was evident in his spread stance. Soundwave had not been expecting the duplicity or the ball bearings she had had to strike at Megatron a second time.

If it was not for Soundwave's indecision on whether to help Megatron first or stop the femme, it was then left to his panic that she _wasn't_ thinking at all. She was just acting. Impulsively. There was no solid plan firing off in her processor. Just pure drive. And just behind that, Soundwave Sensed strong towering walls that had never been there before that resisted and repelled any quick attempts on his part to pierce.

His indecision left him a fool.

Phage slide and dived for his legs, taking him at his knees and wrapping both arms around. In one single fluid motion, she pushed upwards behind him and sent Soundwave, twice her size and more than that in her weight, barreling over her shoulder struts and colliding with the floor. The show of strength left Rumble and Frenzy gaping up at the femme who proceeded to charge right at the Minicons. Rumble leapt back and flattened himself against the parallel wall to the bar while Frenzy took the full brunt of her on point imitation of Optimus Prime's signature double-handed power punch. The purple beserker crashed into the wall beside Rumble as Phage barreled through and stormed down the hall.

By the time Soundwave had collected his thoughts and glanced behind, all he could hear of the femme was her receding footsteps down the hall. The light of the large dark blue mech's visor narrowed to a dangerous beam at Rumble and Frenzy. Before he could blame them for failing to stop her, he was cut off.

"Fragging Pitt, Soundwave!" Megatron growled and spat as he stood up, his voice more gravelly than normal as he probed delicately at his neck with two fingers. "Why did you not say anything!"

Soundwave was going to say she was an impulsive thinker and he couldn't very well inform Megatron of any attempts at deceit or trickery if she wasn't thinking of it at the time. Soundwave may have also told Megatron about the strange anomaly in her consciousness that he had Sensed but wasn't sure if it was worthy of mention until further investigation. Soundwave would have eventually told Megatron all of these things, if he had not of noticed something of more import.

The Communication Officer's arm jerked off the ground and pointed behind Megatron, his visor flaring brilliantly in hue and in vibrancy. "Megatron! Autobots!"

The Decepticon Commander whirled around and found himself the victim of flabbergastment.

There, just outside the window, was the Autobot Sea Spray.

Megatron had forgotten all about that particular Autobot's very existence. He had rarely been reported on any missions pertaining to land, where the Decepticons performed the majority of their raids for basic energon and supplies. Furthermore, he had not even been mentioned as part of the extraction team that was suppose to have arrived.

The Autobot had the audacity to salute the Decepticon duo as he finished fixing a bomb to the glass. Then, utilizing his turbine fans, Sea Spray blasted off to a safe distance.

Megatron jerked himself out of his shock and into action. He broke out into a dead run for the door. His long powerful legs covered twice the distance with Soundwave making a mad scramble close on his heels. Megatron and Soundwave only just managed to skid into the hall before the glass exploded and the Pacific Ocean rushed in to fill the void with a vengeance.


	9. Dues Ex Machina

**Author's Note:** I would like to start off by apologizing for how long it took to get this chapter out. There were a number of life events that delayed getting this out. Between participating in the month-long IGMC in November and then spending December trying to recoup emotionally from the drain, things just got away from me. In January I was attempting to work on a side one-shot fanfic for Tennoda dubbed 'Double Bind,' but came to a roadblock and bounced back to this. I am so glad to finally get something posted!

What's more, this chapter was becoming too large and had to be cut. I was nearly 40 pages by the time I told myself this had to be shortened, especially when at 40 pages it wasn't finished. I imagine that what I thought would be chapter 9 is going to take up about four chapter lengths, so buckle down everyone! There is so much action and drama ahead!

 **Guest:** Thank you so much for saying so!

 **Wolf girl811:** Thank you so much for your lovely compliment about my Megatron and his reasoning's. I spent a long time agonizing over what was going to be said and, more importantly, his logic. A villain is only as realistic as his wants. Giving Megatron solid ground that people can relate to and understand was key. And I'll admit that in an earlier draft Megatron did actually say to Phage what he had intended to do with her family but it got cut out from one draft to another.

 **Tennoda:** I'm always delighted to get your reviews! I couldn't stop grinning! The bit with Bumblebee announcing how Phage had 'just sliced his throat' was originally going to go down another way. I wasn't going to have him say anything at first, but ultimately decided that I maybe needed something to wrest the readers attentions back to the story—if they were slipping in the first place XD

 **Whowantsout:** Thank you for the compliment! I try very hard to make my fanfics an enjoyable reader experience.

 **Sunnysides:** Request granted! Here's the newest chapter! And thank you for the review. I love hearing from my readers how well I'm doing. It lets me know I'm on the right track. And you do have a point, this story is mystery and intrigue when I didn't mean for it to be when I set out to write this. Actually, a lot of elements of this story have organically morphed as I've sat to write every chapter. I could have a whole other fanfic on simply 'deleted' material!

* * *

'You should never believe a thing just because you want to believe it.

Tyrion Lannister, Game of Thrones

* * *

Chapter 9,

No sooner had Frenzy hit the wall than the purple Minicon rebounded off with vengeance in mind. Denta flashing in a menacing snarl, the Minicon's visor flared murderously after the femme's retreating back. "That's right! Run!" The words flew from his mouth before Frenzy could even think what he was even saying. "When I catch you I'm going to tear your fragging arm off!"

He was about to run the femme down when he caught a flash of red from his peripheral vision and realized that Rumble had peeled himself off the wall and was just standing there. Reining his energy back around, Frenzy redirected the full brunt of his anger on the nearest target-his brother. "What's wrong with you!"

Rumble never got a word out.

The Bar's hydraulic door was three-fourths closed when it reversed direction and snapped open. To the Minicon Brothers shock Megatron barreled out of the Bar, his features were contorted somewhere between rage and self preservation. Utilizing his momentum, Megatron shifted his weight into a fluid skid across the flawless metallic floor, his feet scrapping harshly enough to send up a shower of sparks in the Minicons direction. Rumble and Frenzy broke apart as he slid right between them, catching himself on the wall and using it to redirect his kinetic energy to shove himself off and barrel ahead. He did not pay them a second thought beyond to utter only one command:

"RUN!"

Soundwave emerged from the Bar close on Megatron's aft, but the Communications Officer preformed his fishtail maneuver less elegantly than their Commander. He nearly topped over as he emerged, arms flailing to regain balance, managed that and kept going. The two brothers gaped up as both superior officers and old time friends charged down the hall hot on the heels of the femme.

"What?" Rumble said. His answer came half a nanoklik later. The door was nearly closed when an explosion of shattering glass deafened the serenity of the Bar, proceeded by the all too familiar cacophonous roar of the ocean rushing in to fill the vacant pocket. " _ **What!**_ "

"Autobot attack!" Frenzy roared, seizing Rumble's wrist and dragging him down the hall. "Someone alert-!" The base's klaxon alarms wailed to life, cutting Frenzy off before he could finish his sentence needlessly. Crimson red lights flooded the hall, faded, and returned with a prejudice in repetitive order.

"Come _on!_ " Rumble bemoaned as both the Minicons bolted down the corridor. "Our engex distillery? Really! Have the Autobots no shame!?"

Ahead of his brother by a few steps, Frenzy was seething. He chanced a glance behind him to snap off, "That's what your mad about! Our _Bar_?" He wanted to say so much more. He just wanted to keep raging at his brother. About the battle. About Phage. About the whole damn day. The only _good_ thing that had happened was Optimus Prime's termination, but even _that_ was getting mucked up and marred by everything else. The words though, the words that Frenzy wanted to scream at his brother got stuck in his vocal processor. Behind them and not receding fast enough, the Bar door bucked violently then blew off its track under the immense water pressure behind it. Terrifyingly, Sea Spray was at the oceans forefront as if leading the charge itself. The Autobot rode the waves, slammed feet first against the wall Megatron had only just rebounded off of, and surged again down the hall after them, the ocean following his lead or he following it. Occasionally surging ahead before disappearing into the raging, frothing icy waters again peeked the angled frames of Spike, Bumblebee and Jetfire in company with the M.T.O. veteran. But it was Sea Spray who flowed with the water as natural as an electrical current through circuity. Rumble yelped as both Minicons picked up pace to outrun the flood and the hail of laser fire from Sea Spray's blaster.

Ahead of the Decepticon train, Phage's head twisted back around to look down the hall when Sea Spray's explosion rocked the Bar, only to stumble on engexed legs and crash into the nearest wall. In a way, she would have time to reflect much later, it was lucky that she did as it removed her from the sudden bursts of friendly fire. Adrenaline bursting through her systems, Phage tried to recover and roll with the momentum but her attempts at escape would have made Ironhide cringe before ordering her through another practice run on the holodeck.

Her optics burst with new found light, shifting immediately from her dark blue to a striking liberty blue shade. Her cranium snapped around, hands dropping to her sides to yell off, loud and commanding: "SEA SPRAY! CEASE FIRE—Eek!" The command was undone as Phage's consciousness stole control back from Optimus Prime.

The quick glance backwards had revealed Megatron charging up the hall after them, and caught him mid-process raising his right arm and clenching his fist as his fusion cannon materialized from subspace in a brilliant blue warp glow of time-space energy. The unbecoming shriek tore from their throat as Megatron fired and Phage threw herself back against the wall, wishing she could phase right through it. The heat of the blast seared pass, flash heating the cold air instantaneously and leaving her living metal skin feeling like it was sunburned.

To her shock, the blast missed her by a mile and melted a hole clean through the elevator door at the far end of the hallway.

And then he was on her.

His body curled and leaned to the right. The massive, strong arm with the fusion cannon reached to scoop her up into his hold. There was no physical way she could press herself further into the wall without phasing. He would have her. Again. Petrified, she sat there fully accepting that she was going to be back in Megatron's grasp so soon. His fingers touched her waist, and she swore it burned, when the wall behind her suddenly gave way and she toppled backwards, almost twisting into a full rotational spin as she half tumbled out of Megatron's grasp and landed in an inelegant heap on a cold, hard floor.

For a priceless second, Phage laid there on her back staring up at a long shaft and the underside of a stairwell.

 _A stairwell? Why would-_ She thought wildly, then enlightenment struck her hard. _An emergency exit!_

Unbeknownst to Phage or Optimus Prime, the subsequent breach in the sea base's hull had tripped the security grid. Beyond the klaxon alarms and warning lights, doors that were usually only triggered by encrypted thought commands were released of their tight restrictions as part of the fail-safe in the possibility a Decepticon suffered cranium damage and could not transmit. That was how Phage found herself pitching backwards ungraciously to the floor of the emergency stairway beyond, completely unaware that the door was even there due to Decepticon spartan concepts of interior decorating. If the Decepticons couldn't be given credit for interior décor, then they at least deserved top grade for safety features. Perhaps it shouldn't have come as such a surprise considering how often their seabase was wrecked by the Autobots coupled with how long they had been at war.

Except that it had and it did.

Phage blinked hard and bolted up into a sitting position. Several things striking her at once. The first was that she must have leaned against a door and not realized it. Secondly, her optics flashed down the hall where Megatron had been going and caught the warlord's as he stumbled pass. The Decepticon Commander did a double take behind him and their optics caught. In the briefest of moments, she saw the calculations running through his processor, saw his optics flicker off of her and back towards Sea Spray, the Autobots and the ocean. Watched as his stern, graven features twisted into a decisive, distasteful frown.

"Rumble! Frenzy!" Megatron roared at the Minicons bringing up the end of their train as Soundwave, only scant steps behind him, had bolted pass Phage himself and caught up with Megatron in an instant. Megatron's joints had seized up in a fraction of a second in indecision, but gave way and continued to charge forward—only to leap through the hole he had blasted into the elevator shaft and immediately blasted another into the ceiling before activating his flight drive. "Grab her!"

Ever shadowing his actions, Soundwave tailed only feet behind him and flew up the now defunct elevator shaft after him.

And then they were both gone.

In a strange out of body sort of instant, it occurred to Phage that Megatron had meant to take her with him. The disjointed realization that he had meant to save her from the flood had an odd mixed emotion on her before a kind of panic struck her hard as her cranium snapped around to the roar of the invading ocean.

"Oh my god!" Phage gasped as she scrambled to her pedes, clawing at the sleek floor for purchase, and ran further into the emergency stairwell.

With both their consciousness's pooling their energies into a singular goal, she managed to put the first level behind her before the flood poured into the area, nearly washing Rumble and Frenzy along down the hallway if not for their efforts to grab hold of the door frame and muster themselves inside against the main current. By the time she had nearly reached the beginning of the third level, Phage dared to spare a glance below long enough to spy the Minicons as they had to all but drag themselves out of the water and stumble up the first set of stairs. The peak was long enough for Rumble to tilt his cranium backwards and spot her.

"Phage! Stop!" The red Minicon shouted.

"No!" Inwardly she cringed at herself at how childish that had come off.

The emotion was quickly drowned by the red hot adrenaline burning through her circuits. She used it to give her the strength to burn pass the ache in her muscle cables and the strain in her air intakes and continue her fierce run up the stairwell. The horrific memories of Megatron slicing up her arm and then her body quickly regenerating were at the forefront of her mind. Megatron's words, _what couldn't I_ , were permanently burned into her processor. Comprehension seeped pass her sloshed filters of what she had done and what Megatron had intended to do. Brand her as a Decepticon. Optimus Prime's core consciousness, that beautiful distant city aglow in the dark caverns of Phage's mindscape, shuddered at the prospect. Entire districts whirled and reshuffled themselves like a stack of cards. Optimus Prime was scared. And that fear, that very real fear burning in her breastplate drove her forward.

 _::Megatron can not succeed in Branding us.::_

Across the void of her mind, Phage wanted to scoff and respond with 'naturally' and 'of course,' but Optimus's shared thought struck her mind loaded with a backlog of memories from the early half of the War. Cherry picked memory snippets burned into her memory banks of meetings with medical and science chiefs. She caught glimpses of Ratchet and Wheeljack, Perceptor and others she did not recognize. Their bodies were different, how they looked on Cybertron. Fresher faces and younger voices. The meetings, she quickly grasped, were emergency discussions about why Decepticon recruitment had skyrocketed. The time stamp was pre-Simanzi.

 _\\\\\_

" _Why are mechs flocking to him in such large quantities?" The question was posed by a distant echo of a much younger Optimus Prime. (The inquiry came off as vulnerable to Phage's inner audio.)_

" _ **Lord**_ _Megatron," Prowl scoffed, "has mandated a draft in his territories. Everyone must serve in the military."_

 _At the news, Optimus held council with himself, drawing inward and broody, and muttered to no one in particular. "Why? An army is not necessary. Sentinel Prime and the old Council are gone."_

" _That's not the way he sees it." Said Ratchet of a sudden and Optimus lifted his optics and held the CMO's steady gaze. "The ancient traditions that led us to that point are still in place."_

 _The silence that followed stretched on for longer than it should have. Long enough for Optimus to grasp the underlying message that Ratchet meant—the old traditions that had elected him as Prime were still in place. The same traditions that had seen his corrupt predecessor selected. The draft was happening because Megatron did not believe in a system that could still be manipulated by corruption and deceit._

" _Although Ratchet's logic is sound," interjected Prowl, drawing Optimus's attention to him. The white mech's demeanor darkened suddenly as he added, "our field agents have reason to believe the move has an ulterior motive. Perceptor has the details."_

 _And like that, Perceptor started off on technical gibber jabber. Not nearly a quarter of a breem had passed before an annoyed Wheeljack, with arms entwined across his chassis, summed it all up as he turned a curt look from Perceptor to Optimus._

" _Processor wiping." Even then the panels on the side of his cranium flashed an array of hues to indicate his tone and mood when he spoke. Currently, it was a standard blue. "He's talking about processor wiping through mnenourgery."_

 _Perceptor looked as he always did when somebody summed up his explanations. "That's what I just said!" Wheeljack was already rolling his optics before the red mech had finished._

 _From across the table Ratchet's dry scoff resounded around the room. "Absolute trash."_

 _Wheeljack shot Ratchet a glare while Perceptor just looked childishly outraged that someone would object to his hard quadruple fact-checked research._

" _It is not." shot back Wheeljack, the light of his vocal indicators slipping to shades of pink, a warning before his mood dipped to outright anger._

 _And Ratchet just eyed the Inventor with a deadpan, lazy-opticed grimace. "Is so." he said. "Although a relatively new field of medical research, mnenosurgey is just a fancy word for a medic that has dedicated himself to the well being of your brain module. The general population is just scared about it." His gaze shifted to Optimus as if imploring him to understand his plight. "You can't give any serious thought to the general public's superstition."_

" _You sound like one of those info-mericals."_

" _Oh, come on!" Ratchet snapped off as his attention riveted back to Wheeljack, "I've studied mnenosurgery! Do I look like the Praxian Medusa to you?"_

 _Everyone but Optimus missed the shudder that rippled through Prowl's frame at the mention of his home city-state's infamous serial killer. (It was to Phage's understanding as she digested the memory, that the title was steeped in as much gore, mystery and death to be on level with Jack the Ripper. Yet the fear of it fresh enough, in Cybertronian terms, to still incite real fear and panic. That Ratchet had used the term to describe himself, even in sarcasm, struck her as 'scandalously too soon.' And that was Ratchet, the one she knew and it seemed little had changed-gruff, crude, shock jock exterior, with a soft compassionate interior for the well-being of other people.)_

 _When Wheeljack remained stoic, glaring at the CMO across the table with his arms crossed, Ratchet began to grumble darkly, "Well next time when you have shrapnel lodged in your processor from one of your failed experiments..."_

 _At the insinuation of his oft-times dangerous scientific researches, Wheeljack took offense and lunged to his pedes._

" _Sit_ _ **down**_ _, Wheeljack." Commanded Prime, his cool resonate vocals booming across the conference room. Begrudgingly and muttering darkly under his breath, Wheeljack took his seat._

 _After taking a moment to give Ratchet and Wheeljack the once over, Prowl boldly trailblazed through the tense atmosphere. "In any event," he lent forward over the war table into the discussion. "Our intel suggests that Shockwave's science division working out of Altihex could be involved in this."_

" _Shockwave?" Optimus's young tone lent a weight of surprise to the revelation._

" _Yes." Prowl reaffirmed. "The Director of Termination himself." Multiple Autobot officers shuffled uneasily, joints creaking and settling again into their chairs. "We have had multiple separate accounts come in that point to some new technological breakthrough that utilizes mnemosurgery as its basis. Whatever it is, this..." he struggled for an appropriate word, "_ _ **device**_ _, is widespread. Our agents believe that it has already been installed across a plethora of Decepticon controlled territories and the border city-states. Couple that with the mass draft call," he added ominously, "and we could be looking at a war the likes of which we've never seen."_

" _A war with fanatic warriors dedicated to Megatron." Said Wheeljack, shooting a pointed glare Ratchet's way._

" _Given Megatron's previous occupation as a gladiator, I think it would only be a logical next step to assume that he should want mechs in his army as ruthless as himself." said Prowl. "Especially if his end goal is to over through the new Council and yourself, Optimus Prime. A pitiless, amoral army is about what it would take."_

" _And how is he supposed to control that kind of army if they aren't fanatic to him?" countered Wheeljack._

 _Prowl began to open his mouth, paused, then conceded the matter to Wheeljack with a nod and open palmed wave of his hand._

 _Suddenly Ratchet added, "There's more to it than what Prowl is letting on."_

" _What could be worse than the southern hemisphere of Cybertron falling under Megatron's control?" posed Prime, a note of incredulous that there could be something else to the whole matter._

 _The tactician's cranium snapped around to glare down Ratchet before the Chief Medical Officer could continue. "There are no hard facts to confirm the secondary information."_

" _What is it?" Asked Optimus quickly. "Any information, supported or otherwise, is knowledge I did not have before. If we are to evaluate this threat in its entirety than I need to know all sides."_

 _Submitting to his will, Prowl receded into his chair. Ratchet waited only a short span to see if there would be further objections and when there was not he began; "There's some kind of virus that's- that's rewriting RNA. One of our agents reported only what the locales had told him. The propaganda that Prowl mentioned is hailing it as some kind of beneficiary breakthrough. A cleansing that's supposed to make mechs stronger. Better than what they were. Some of them are even hailing it as a sign of Primus's will that the Decepticon cause is just."_

 _All Optimus found that he could do to respond to the news was with an elegant, "What."_

" _Tch! A virus that's re-writing RNA. Now that sounds like slag to me." snarked Wheeljack. To the Inventor's less than charming response, Optimus found himself withdrawing from the conversation, brooding over the matter as his CMO and Inventor went at it again._

" _Now you're just saying that to be an aft." Snapped off Ratchet with an irritated rev of his engine. "There is documentation dating back eons on how something as minute as new energy sources can alter a Spark's elet—"_

" _ **Again**_ _," Prowl cut back in, "it's all part of the propaganda. In cities like Kaon and Tarn, where they have a huge problem with obsoletes, its a golden pass to a better life. The only catch is to sign themselves away to the Decepticon cause or, well-leave."_

 _Optimus was quiet a span, digesting the information. When he finally did speak he began softly, "Only one agent spoke to the locales directly?"_

 _Prowl's optical ridges met in the middle of his face. "Err, yes."_

" _Who was the agent?"_

 _All the Autobot officers heads raised to address their commander as one._

" _What?" asked a bemused Prowl._

" _Who was the agent that spoke to the locales?"_

 _Prowl's head dropped to address the array of datapads in front of him and found the one Optimus was asking for. After a precursory glance his head came back up. "It says here that the agent's name is Jazz."_

" _I want to speak with him."_

 _Prowl blinked. "You...do?"_

" _Yes. Bring him in here immediately."_

 _\\\\\_

Another memory hit her hard next, chronologically following the first. In the second, Optimus had arrived at Ratchet's hab-suite in Iacon where they had previously agreed to meet. The times were turbulent. In a relatively short span of time for Cybertronians, there had been a string of assassinations and the death of Sentinel Prime. Then Megatron took the stage, claiming the First Five Cities. New faces sat on the Council, he was a young and untested Prime and his cabinet were all new faces to the public. He found the door unlocked and no immediate answer or greeting. A tight coil of tension was pooling in his fuel tanks. Dreading the worst, he entered to find the white and red mech crashed on his couch with a glass of engex in one hand, an near empty bottle of the liquor on the coffee table in front of him and a thousand-yard-stare at the wall opposite him. A wiggle of worry pricked at his processor proceeding the relief he had to find that Ratchet's abode had not been broken into and the mech terminated.

 _\\\\\_

" _Ratchet?" He began tentatively as he subspaced his weapon upon discovering him alive and well. Such were the times that he had to travel with his weapons, even in Iacon in the heart of Autobot territory. The recent assassination of Ratchet's predecessor had shocked the whole planet. "Are you alright?" posed Optimus as he approached his long time friend._

" _They have refined it." His words were hollow, an undertone of shock and horror. "I read the medical datapads Jazz brought back from Altihex but seeing holovids of it firsthand...Primus, Optimus." And Ratchet downed the rest of his engex before Optimus had time to cross the room and stop him. When he finished his body seemed to mold into the deepest corners of the couch as if he'd never move again. A tension of fret began to coil in his fuel tanks as he began to worry if the CMO had mixed some kind of drug into the engex. It wouldn't have been the first time Optimus had caught him doing it. Loosing Oscillate had been bad enough for their side. Loosing Ratchet by his own hand would have been worse._

 _The empty glass was forgotten as his hand thunked onto the arm of the couch and laid there, stretched haphazardly in the air. Ratchet's attention had become fixed to the ceiling overhead as Optimus tentatively moved to take a seat beside him. "The Decepticons are injecting an intrusive viral program through the Branding ceremony." Optimus let Ratchet carry on, even though he already been informed of the situation. It was just one small thing he could do to let the good doctor rant. "The Decepticon insignia no longer just carries a mech's name, alt and serial number! They've input the virus into the insignia to deploy after Branding. It was like the propaganda said. Just like Wheeljack said." Admitting that made Ratchet's face screw up as if he had swallowed arsenic. "A virus that creates processor-altered fanatics and one that attacks the genetics of their sparks! It_ _ **rewrites**_ _their RNA! An- an RNA_ _ **Cleansing**_ _. How am I suppose to fix that?" Ratchet's voice was thin and frail and to Phage, uncharacteristically vulnerable. "I'm not my predecessor! I can't undo this! Tens of thousands of mechs are being conscripted and forced to alter their very sparks! For_ _ **what**_ _? An army? What is Megatron hoping to achieve with that!"_

 _While Ratchet sat there in self despair and anguishing over the fates of others, Optimus's optics kept wandering to the coffee table and from there analyzing the rest of the hab-suite. Call it a remnant of his time spent as a peace officer post-war, but the only thing out of place in the living quarters was the not one near empty engex bottle on the coffee table, but the other empty one left on the narrow wall table near his dispensary. Questions burned through his processor: Was the second bottle old from a previous venture? Was it from that evening? How much had Ratchet drank before he arrived? Was there more he had not spot?_

 _He was beginning to contemplate contacting medical support for his distraught friend. He knew that Ratchet had tendencies for hard partying in med school, but he had not been aware that recent events were pushing Ratchet back down dark paths. Part of him felt responsible. He should have known. He should have seen the signs. The concern bled through his vocal processor as he said in response to Ratchet's shock-driven rant. "Nobody is asking you to be Oscillate, Ratchet."_

" _Nobody is asking," his voice hit an unusual note and broke, "but everybody is expecting." Suddenly his hands came up and began to gesticulate across the air, one hand still holding his empty glass of engex. "Oscillate of Crystal City. Oscillate the Living Forge. Oscillate the Flawless. Primus, even his_ _ **name**_ _is perfect. Perfect, flawless, perfectionist outlier...bastard. Hard aft._ _ **Impossible**_ _. How was I ever suppose to fill his shadow? I'm just...Ratchet. Next to him, my name sounds like grime and rust." All of a sudden, his hands crashed back to the couch and stayed there. When he spoke again his voice was a thin, frail whisper. "He could have fixed this with a touch of his digit."_

 _It was probably why he was assassinated, Optimus thought grimly._

 _As a heavy silence loomed between them, Optimus tackled with what course of action to take. As a leader, calling for medical would not look good on Ratchet's behalf, who had only just become CMO. A scandal was something nobody needed and one that the Decepticons would surely seize upon and use against them in their propaganda, whereas Optimus could not in good conscious allow his friend to do something drastic. Ratchet needed help. If Optimus was honest with himself, Ratchet had needed help for a very very long time. The strain of being Oscillate's star pupil had always been a strenuous position._

 _In the end, his decision had never been difficult._

 _He broke the silence by reaching out and squeezing Ratchet's shoulder strut. "Ratchet, are you going to be alright?" It was a lame question, but one that got Ratchet's attention. His cranium, resting on the back of the couch, slowly rotated until he was facing him and still he did not speak. Optimus tried again, pressing more directly. "Did you put anything in the engex?"_

" _No." Just as Optimus's nerves were starting to unwind, Ratchet followed it up with, "Not this time."_

 _His optics widened then narrowed to disbelieving slits. "Ratchet..."_

" _Ugh, Primus." His head rolled back onto the couch. "Why are we friends again? Me, the substance abusing doctor and you, the visionary kid from Tyger Pax turned...turned upright peace officer turned...inspiring world leader. Seriously, how?" Ratchet did not clarify if he still meant how they were friends or how such a transformation in Optimus's occupational career had happened in a world dominated caste system. Likewise, Optimus did not ask for clarification._

" _You are slurring." he accused._

" _I'm not slurring." He slurred on 'slurring' even as he said it. "I'm speaking Old Cybertronian."_

" _Sure you are, Ratchet." Optimus squeezed his optics shut and rubbed at them with his other hand. He was struggling over what to say and still what to do when Ratchet said suddenly, "The virus...it must be why the Decepticons assassinated him. He could have fixed this."_

" _Ratchet, not even Oscillate the Living Forge could have fixed this situation. His outlier ability enabled him to manipulate sentio metallico, not sparks."_

" _He could have." Ratchet insisted, Optimus could hear the tortured hero worship in his strained voice. "He could fix anything." His voice became more and more vulnerable as he carried on. "I can't fix this!" He repeated, looking beyond Optimus's shoulder strut to unseen horizons._

 _Desperate for Ratchet to be better, he squeezed his shoulder strut again. "We will find a way together, Ratchet."_

 _The mech just stared at him and slowly began to nod along. Optimus was not sure he was really even processing anything he was saying. Then abruptly, Ratchet snickered and his optics locked with his. "He died sloppy."_

 _He gawked at Ratchet. "What?"_

" _The Flawless Bastard. He died messily."_

 _Optimus jerked off the couch and went for his comm-link. Ratchet followed his motion with his optics only and intoned distantly. "What are you doing?"_

" _I am calling for a medic."_

" _I'm a medic." his grin was cheeky. "The best."_

 _Optimus's face became darkening thunderclouds. "A medical officer that's sober and clean."_

 _Ratchet's optical ridges were slow to join together in the midst of his forehead. "I'm clean."_

" _Your track record is not the best."_

" _Uuuuggh! Nothing! I've just drank a bit-" He cut himself off, noting Optimus's pointed frown. A slow indistinguishable kneeing noise emitted from Ratchet's vocal processor. "Don't."_

" _You are not yourself. You would never laugh at someone's termination. How much have you drunk? No, you know I do not need to know. What I do need to know is what you spiked your engex with."_

 _Rather than answer him, Ratchet made another noise, a cross between a grumble and a low winded expel of air through his vents. "Wheeljack."_

 _His digits stalled against his comm-link's keypad long enough to glance sidelong at Ratchet. "What about Wheeljack?"_

" _Just..." he tried to wave his hand absently at him but the movement itself came off as heavy and uncoordinated. "Contact him, if you have too. You have better things to do than guard me and—Wheeljack understands. Oscillate would be..." he false started when it dawned on him that 'Oscillate would be mad' no longer applied to the present and tried again, "I don't need a scandal. Wheeljack...won't say anything. He-I trust him."_

" _Ratchet," Optimus's voice echoed sternly as the memory faded, "this is not about scandals or hiding your addictions anymore. This is about your well being. You are always looking out for others, but what about yourself?"_

" _S'm fine."_

" _No. You are not."_

 _\\\\\_

In the space of the two memories, Phage's pedes had carried her up five steps as she bolted ever upward. On a single breath, she gushed out, "I have your spark!"

 _::It is more than mine I am worried about.::_

She completely missed the point of what he meant. It was not to say that Phage did not understand that he was worried for her safety but that she was too preoccupied with running and entertaining horrifying daydreams of a Decepticon-turned-Optimus-Prime to grasp the depth with which he meant it. Terror drove her forward to unknown destinations. But it was anger that became her fuel and anger that she latched onto and lashed out on. "This was your idea!" she hissed as she rounded a corner. Her pedes pounded the stairs as they stormed up another set. "I wanted to keep _running_!"

 _In the Infraspace, Optimus's avatar balked at her accusation. ::How far do you think we would have made it before the Seeker's caught us? I can guarantee running would have made things worse. Humans could have gotten caught in the crossfire-::_

"We were in a forest!" Phage protested. "In the middle of nowhere! Not a goddamn city! And clearly the Autobots weren't that far behind!"

 _::They were hours out and you know that.:: Ancient knowing optics narrowed to pinpricks of light in the darkness of the mindscape. Those optics burned into her mindseye as Optimus spoke sternly through her._ "What is this really about?"

 _Phage's avatar fumed and glowered up at Prime's. The green chemical fire burned from her optics and threatened to ignite the black undersea around her once again. Standing tall and firm on the clean metallic landmass of his half of the mindscape, Optimus scrutinized her and prodded at the sudden spike of rage that was pouring through her systems. It wasn't the first time he had seen her avatar become enraged like that and again the outpouring of energy was oddly familiar. He wanted to take time to explore that, backtrack it to where it was coming from, but she had no system self-diagnostic applications to access._

 _::I could have killed him!::_

 _The cool liberty blue of his optics shown down on her. Between their distant light and solemn battlemask, Optimus was foreboding and aloof. His silence only served to spurn on her temper and with it the light between the seams in her avatar's body began to transition from standard energon blue to neon green._

"You pulled my arm!" Phage seethed as she ran up the next flight of stairs, feeding on her anger and adrenaline to push forward. "Megatron would be dead right now if you had let me take that shot!"

" _Phage_ ," as Optimus spoke through her, her own tone became an unfamiliar voice of power that brooked no argument, "you are still trapped in human notions of fragility. Megatron has survived _much_ worse than sliced neck cables."

"But-"

"You saw what I did to him today! What did you think you could accomplish!"

Her cheeks burned from his admonishment. It was pigheaded stubbornness that led her to grit back deflectively. "You. Pulled. My. Shot! What is _wrong_ with you?!"

 _::Phage. We are_ _ **not**_ _having this discussion right now.::_

 _::Yes we are! Do you think I can't take a life? Is that why you keep shoving me into lab corners in the_ _ **Ark**_ _? I've hunted and killed and-::_

 _::_ _ **Animals.**_ _:: Thundered Optimus's thoughts back on her. ::When you were human.::_

 _::You realize I'm going to have to do it at some point!::_

 _::Not for vengeance!::_

"That's not—! That isn't why!" The Witwicky temper flared and burst and she snarled. "I'm not the one who has the issue here, Prime! You're the one that's shaken up!"

 _In the Infraspace, his avatar towered over hers at his full height. Those bright iridescent orbs burning into her defiant ones. ::You have never killed a mech and had to watch him die. You have_ _ **never**_ _had to contend with the guilt that comes with that. Do_ _ **not-::**_

 _::Don't_ _ **you**_ _deflect_ _ **me!**_ _:: she hurtled right back at him. ::You're the one with the problem! You're the one that's hoping he'll change. And. At. What. Cost! You've lost your goddamn homeworld! You're people are on the brink of extinction! He had just told us that I was shanghaied and he was going to Brand me! And then proceeded to CUT ME UP! When are you going to wake up!::_

The tension that held between them was a familiar cumbersome weight that she had felt time and again with her former exes. That silence that descends between a couple in the middle of an argument when it had gone too far or there was nothing left for the other side to retort back with.

Optimus's avatar blinked first. His avatar broke stance and his optics looked away from hers. _::Phage-::_

 _::I thought you loved me.::_ The quiet accusation arrested his attention. His optics locked back to hers, round and wide. A stab of dread lanced through her breastplate to add to the roiling concoction of tangled emotions already there.

 _::Phage, don't.::_

Her avatar's features contorted for one last acidic spit. _::I'm starting to think you want to frag him instead.::_

A laser blast went off and scorched the railing where Phage's hand been a moment before. An involuntarily shriek of surprise ripped from her throat as she stumbled away from the railing and hit the wall. Further below, they heard the minicons bickering with each other.

"You _missed_!"

"Like _you_ were any better earlier today!"

"At least I _hit_ her!"

"Slag you did!"

"You and I can finish this _later_." Optimus stressed, " _Now_ is not the time to loose focus."

"How am I suppose to have _focus_? I feel like I'm being torn in a half dozen directions!" And she did. He could feel her consciousness seething at the day's events, frustrated with what-ifs and hung up on what-could-have-beens and stewing over human military histories of what some would call 'lucky shots' that had no lasting equivalent to Cybertronians.

"Focus on me then." Optimus said as they bolted up the stairs. _::Take all that anger and use it as your focus. Channel it onto me if you have to. Be angry with me. Whatever it takes you to narrow the scope so that we can survive this.::_

"No!" It was her turn to balk at the suggestion, despite the fact that she had been doing just that a moment ago.

 _::Do you hear them below?::_

Three levels below them it was hard to miss the Minicon Brothers storming up the stairs after her. Frenzy, and she was certain it was Frenzy despite the fact the two sounded similar, was shouting off threat after threat at her. Among the hot tirade was something about 'breaking her legs' and another of 'recording it all for the Autobots.' That was the nicer of the threats spewing from his mouth.

 _::Frenzy is an unrepentant killer. He thrives in the moment of battle. We cannot allow ourselves to tear each other apart when Decepticons like Frenzy and Rumble intend to do that themselves. Working together is our only hope. If that means I have to stop you from doing something stupid, like trying to tackle Megatron yourself, then I will. He would not have acted in aggression if you had not shown him it in kind. My only regret is that I was blinded by my own aggression's and failed to realize what you were going to do before you acted. From here forward, share counsel with me before you act.::_ _His shared thoughts were softer but no less firm for it. ::Do you understand?::_

They rounded the next corner and kept going as Phage gnashed her denta and swallowed her anger past the lump in her throat. _::Yes.::_

 _::If they catch up with us, we will have to defend ourselves any way we can.:: He felt her anger start to ebb slowly away, leaving behind an exhaustive hollow hole in its place. ::Phage,:: his tone of his thought was solemn. ::There_ _ **is**_ _a difference. I promise you.::_

Between all the crazy, Rumble was shouting up after her false promises that everything would be fine if she just stopped running. Surrender, and 'there is no place you _can_ run to.' 'Your efforts are futile.' The last struck her hard like a slap across the face. Starscream had said the same in the forest. Megatron too, more or less, in the Bar.

 _::The Autobots are here.::_

Prime's encouraging reminder reignited a spark of hope in her breast. The Autobots _were_ here and so very very close. It was only a matter of finding them or them finding her.

 _::Our top priority has to remain keeping a good distance between ourselves and the Minicon Brothers. You have seen how dangerous they are in close quarter combat.::_ Even though it was implied, she was grateful that he did not bring up the Stunticons outright. _::They are not Megatron's personal guard for nothing.::_

 _::His personal—::_ Her face screwed up in that kind of mix way that somebody's face does when they realize they should have known something and it had never really quite clicked. _::Really!::_

 _::You never realized they are always flanking him.::_

"That's it!" shrieked Frenzy. "Screw oil talk! I'll get her!"

"No, Frenzy! Wait!"

She spared only a quick glance over the railing to figure out what the two were on about. Two stories below, Frenzy had leapt over the railing and ignited his thrusters. A strangled noise broke pass her lips. Phage jerked back nearly as fast as she had peaked.

Driven by a miasmic cauldron of emotions boiling in her breastplate, together they drew on deep stores of energy and made a renewed push pass the burn in her muscle cables and ache in her air intakes to run up the flight of stairs. No sooner had her pede hit the edge of the top step than they used it to lunge forward into a dive for the nearest open emergency door. A frantic mantra was running over and over again in her head.

 _Duck and cover! Duck and cover! Run, run, run, run!_

 _::Stay calm, maintain your center and we'll get through this.::_

 _::Easy for you to say!::_

They hit the open archway and rolled into the new area, coming up out of the roll onto their hands and pedes. A jerky glance around revealed that the new section branched into three hallways with the internal structure of the base's design remaining relentlessly unchanged. Everything was the same dark brooding hallways, sterile, smooth and broken up only by sets of engaged columns. How the Decepticons even knew what section led where was beyond her.

Uncertain of where any of the hallways led or the area's purpose, Phage turned on a dime and went right hoping that the path hugged the outer wall of the sea base and thus put her with all hope closer to the Autobot extraction team. Even if it meant they had to punch a hole through the wall to get her. She would have kept running, but her right arm struck out with a mind of its own and caught hold of one of the many engaged columns. She was yanked back around by the force, shoulder joint smarting only momentarily. Such a minor nuisance in pain that she would have never given a moment of pause to consider before now bothered her immensely only because she knew it should still hurt and didn't.

It was stress that made Phage snap, "Optimus!" She tried to make her hand let go and found she could not. The ridiculousness of how she must have looked as she grasped and struggled with her own arm was not lost on her. " _Really!_ "

"Shh!" came the swift reprimand. Optimus seized control of her bodily and threw her back against the wall. The sensation, as always, left her feeling like somebody had reached over from the passenger's seat and grabbed the steering wheel.

Utilizing the two engaged columns on either side as cover, he flattened herself as much as he could. Calming her breathing to an even noiseless whisper was another matter. _::Stop running and stay silent. Listen.::_

She tried to do as he said. What was transmitted between them by thought made up his explanation and experience in the matter. Running created noise and that would attract the Minicons. Rumble and Frenzy were not the Seekers and as such were not outfitted with the same tracking equipment that the Last Trine had. If she stayed still, there was a chance they could loose them.

Even as Phage worked with Prime to draw in her shaky, gasping breathes and hold them in, she was afraid that the wild galloping of her fuel pump and the roar of her lifeblood pounding through her systems could be heard up and down the halls.

She was frantic to squash the wild fears of discovery when she heard the high pitched whine of Frenzy's flight drive, and then a second. Instinctively, she tried to flatten herself further against the wall to make herself as invisible as possible. Then, her optics flickered downwards and she grimaced.

 _::Not a good time to have a large rack.::_ Phage groaned inwardly. :: _Lord, I don't stick out farther than the column do I?::_

 _::We are fine.:: She had to give Optimus kudos for how everyday he took that thought. For his gentle but commanding presence even in the midst of her whiplashing emotions and wild thoughts, staple trademarks of a frightened rookie. An element Optimus was only too well versed in. The aura of calm he was projecting she was desperate to lean into to steady herself. ::Jazz and Prowl could hide behind one of these columns.::_

Only a small margin of relief lifted from her worries when suddenly she heard the Minicons. "Where'd the glitch go?"

 _In the Infraspace, Phage's avatar fairly fled from the mirror-like undersea of her mindscape, ultimately breaching the edges of Optimus's metallic shores with no resistance. She tread water onto the alien shores, ink black liquid that trailed glittering starlight in her wake that caught the light given off by Optimus Prime and shown a rainbow of hues in consistency with oil, a refractment of her aurora borealis thought patterns. Her path led her straight to his arms. Optimus did not stop her. Once she was within arms reach he seized her outstretched hand and pulled her in close, securing her to his side. Her slender digits found purchase in the grooves and seams of his arm. The action translated to a calming, secure sensation of his consciousness encircling her own._

"I don't hear her."

 _::They can't be that daft_.::

 _Optimus reprimanded her thought with a soft hush._

"She was only three flights above us."

"Two."

"Slag she was. Where were we?"

"If you hadn't of jumped off Frenzy, it might have been easier."

"Look you're so sure then you take this one and I'll take the one above. But if you _find_ her Rumble, don't you just stand there and talk her audio off till it fritzes. _Punch_ her-In. Her. Fragging. _Face_. If you _don't_ , I will change the pass codes and lock you out of our hab-suite. You can recharge on the floor for all I care. Or in Soundwave, he's the only one that will put up with your chatterbox anyways."

"You're an aft."

"You're an idiot." She missed what Rumble shot back, but Frenzy suddenly exploded. "Get the slag out of my sight before I throttle _you_ instead!"

 _Phage's consciousness stressed, resulting in her avatar squeezing his arm. ::Rumble's coming in here.:: Her very thoughts came as hushed strained whispers._

 _::I can hardly believe I am hiding from Rumble.:: Optimus grumbled, then shifted against her. Phage had the notion that he had meant for that to be a private thought, as he suddenly redoubled to say, ::Do you have any other weapons?:: Optimus's composed thought came back to her as the response of a calm, collected veteran. She clung to it, hoping to somehow gleam some of that ancient experience and use it to center herself._

 _::Beyond the laser scalpel? No. I rarely left the_ _ **Ark**_ _! Even when I did I was with Bumblebee or the Twins.::_

 _::Nothing?:: Beneath the calm there was a crack. A minuscule fissure that bubbled strain and leaked desperation. Phage could Sense the situation of being cast into her plain loaded body devoid of all the intricate upgrades that had become so integral to his very nature was stressing him worse than a human without their cell phone._

To placate him she dived her hand into her subspace pocket and felt around. Her fingers touched each object as she rattled off the list of items. :: _Medical kit, key chains-::_

 _::Why_ _ **key chains.**_ _::_

 _::Why_ _ **not**_ _.:: she shot back, then quickly reeled back the sass and rushed to add, the new thought loaded with apologies, ::When I was human, I collected one for every place I went. When I woke up as, well, me I—I have a hard time of letting go, okay. I thought that was_ _ **apparent**_ _.:: The final thought was accompanied by a pointed look at Optimus's own avatar who only met her gaze in solemn grace. ::Come to think of it, there should be a swiss army knife, compass, flashlight and bottle opener amongst them.:: When Optimus continued to stare at her she added, "That are...well, human sized and...::_

 _::What am I suppose to do with those.::_

 _::You know, because you said that,:: she shot back expressionless, ::I'm going to find a use for them now, so help me god.::_

 _::Phage.:: The way he said her name rolled over her processor as if it were a growl from his engine._

 _::Right!:: she squeaked and blanched at the very green response._

Her fingers traced along a thick, smooth metal spine and felt several engravings. She paused, considering even as Optimus decoded the familiar symbols her digit traced over. Phage's consciousness paled and grew embarrassed even as she continued sheepishly with her inventory check.

 _::Your copy of '_ _Covenant of Primus'_ _. I uh, haven't finished reading that.::_

 _::You didn't make it pass the first page.::_

Her cheeks burned bright blue, and not just from the engex from before. :: _What if we smacked him with it? It's thick enough to induce blunt force trauma.::_

 _::Could we please refrain from damaging the only remaining copy of Cybertron's dominate religion.::_

Her fingers let off the spine of the book. _::Agreed.::_

She started to root around for anything else and stalled. A singular set of footfalls echoed up and down the halls, borrowing into her audio receptors. In the Infraspace, Optimus's avatar's trigger finger flexed uselessly and repeatedly, tapping against her shoulder strut needlessly. _::Is there_ _ **nothing**_ _else?::_

 _::There's the Swiss—::_

 _::Anything_ _ **useful**_ _.::_

 _::Ouch. You know what, let me just pull out that rocket launcher I keep stashed away.:: This time, her avatar vibrated with the rumbling disapproving growl of his avatar's engine._

 _It was a fraction of a second, but a long pause between their consciousness's, Optimus came back and said, ::Snarky sarcasm and infighting is not going to help us. We need to pull together as a team, just as the Aerialbots do, if we are going to make it through this.::_

 _::They were born combiners!:: Phage protested, ::And have been training for nearly as long as I've known you!::_

 _::I believe the human idiom is 'trial by fire.'::_

 _Phage pulled a face but added nonetheless, ::Also, sink or swim. That one might be more appropriate given our location.::_

"Phaa-age." sing-sang Rumble's voice nearer their location. The mental chatter between their two separate halves cut off instantaneously at his intonation. "Are you in here? This isn't a good place for you to be."

 _Here in general isn't a good place for me_ , Phage considered as her fuel pump roared in her audios with the ferocity of war drums.

There was a pause, and then more careful, considerate footfalls coming closer in her direction. "This is the hab-suite wing. If anyone's home and finds you before me, I can't help what they'll do to you. Remember the Stunticons."

 _::He's trying to frighten you.::_

 _::I_ _ **know**_ _.::_

"You know," Rumble continued blandly, "I can see you." Breathing became an impossibility as her fuel pump got lodged at the back of her throat. Every fiber of her being seized up. "Step out."

 _::No!:: commanded Optimus with a hard will before she could give herself time to panic. ::Rumble can not see us. He is using scare tactics to make you give yourself away.:: Silence reigned from her avatar. The aurora borealis that represented her thought processes were none existent. Without them, the undersea of her inner mind was darker than the inside of a drive shaft. Optimus would have been concerned if not for the fact that her avatar stood rooted to the shores of his metallic hemisphere clutching at his arm in desperation, a stricken-faced visitor with nothing behind her._

 _He was careful as he squeezed her shoulder strut. ::Breath. Calm yourself. Find your center.:: His other hand rose up and pressed a single digit against his battlemask. ::Do not move. Not a word.:: His thought was gentler but no less firm. She nodded only once, a strange understanding passing between them._

 _In the sliver of the shared thought there was a faint and distant memory of a young Alicean Witwicky out on her first hunting trip with her father, Sparkplug and her cousins Spike and Buster. Predawn and ice cold, dew droplets still clinging to the vegetation. It was elk season and years before they found the_ _ **Ark.**_ _Her hands flexed around her bow and arrow, a thumb trailing along the shaft. Permafrost grass crunched underfoot as she followed her family in a diamond formation. Her father, a towering six and a half giant of a man was ahead of the group, crossbow at the ready. Uncle Sparkplug was at the back and Spike and Buster were to either side of her, arrows notched to their bows. Their breath white puffs of vapor. Stay still, be patient, Radar and Sparkplug and drilled the teens. Stay together. Remember your hand signals. Strike when you were absolutely certain._

 _::Yes. Hold on to that memory. Use it to center yourself in the eye of the storm if you have too. You can do this. I know you can.::_

Her breathing slowed as she emptied her mind of everything but that calming cool memory. Gradually eased herself into the corner of the engaged column and the wall. The memory was pleasant, and Phage had nearly forgotten about it. Nearly forgotten that not all of Alicean's memories were bad. Or traumatic. There had been so many good ones in-between. It was the cruel flaw of human nature that pain and hurt were harder to forget.

Her back hit the corner and Phage began to sink slowly down, neatly guided to a zone of comfort by Optimus's hand. Her breathing steadied. Breathe in. Hold. Breathe out. She could do this. She had to.

Seconds were a heavy hand thundering tick-tock in her processor. Behind her and out of view, she could sense Rumble's very presence just standing there, waiting. Listening.

 _Turn around_ , she willed strongly. _Turn around and walk away._

Just a short stone throw away, Rumble's pede scraped across the floor. Hesitated, then continued. He had gone three steps—three, and Phage and Optimus were still trying to figure out if the steps were receding or approaching when the wall behind them suddenly disappeared. The inevitable stumble made her look inelegant. The blatant shock that plastered across her face as her cranium whipped around to address the sudden lack of a wall made her look a fool. The wall had never been a wall—it had been a door.

In that very moment she had an epiphany about Decepticon décor. All those engaged columns set in pairs she kept seeing throughout the seabase marked door entrances. The realization was only confirmed by Rumble himself, who had just told her prior that she was in the hab-suite wing of the base.

And on the other side of the door, standing in the quarter's just beyond, was the Insecticon Shrapnel.

Hard knotted terror slammed full on into her fuel tanks. Phage forgot how to breath. She blanked out. Her center—lost.

* * *

Elevator doors slid apart to admit Megatron and Soundwave to the higher level of the base. Before his pede's had even touched down in the corridor, Megatron was on his comm-link with Skywarp in the command center.

"Shut off the klaxon alarms already, Skywarp!"

\\\Working on it!\\\

"And I need updates on the Autobot's locations!"

\\\Err, right on that.\\\

"Klaxon alarms, Skywarp!" commanded Megatron as he stormed down the corridor. Soundwave was hot on his heels until the Decepticon Commander pivoted suddenly and started back the way he had come. Acting fast, Soundwave stepped back against the wall and stayed there. Steadily he followed Megatron's movement as he paced back and forth, up and down a length of the hallway. Soundwave's optical ridges shot skywards behind his visor as Megatron teetered unsteadily on a pivot, paused to catch his balance and kept going.

A fuel pump beat later and the klaxon alarms cut off, but the ensuing silence was marred by the ringing in their audio receptors. Levels below they could hear the distant thunder of the base flooding and, perhaps, shouting. Muttering darkly, Megatron came up short and scrubbed at his face with his hand.

"If I have to endure any length of time with the Decepticons camping in the Command Deck again..." the quiet grumbling trailed off. "Skywarp."

\\\Yes, Megatron?\\\

"Activate the city's flooding protocol."

For as much disdain as Starscream put into his name and title, Skywarp was the exact opposite. \\\Parsec's ahead of you, Megatron!\\\

A long rush of air poured from his vents as Megatron leaned into his hand, pinching the bridge of his olfactory. Beneath his breath, he muttered something that pricked at the edge of Soundwave's hearing but which the mech couldn't quite make out.

Tentatively, Soundwave pushed off the wall and approached the silver, black and red trimmed mech. "Lord Megatron."

The inevitable, exasperated reply was predictable. "What _is_ it, Soundwave?"

"The Autobots are here for Phage-"

"That was evident." Grit the silver tyrant.

Soundwave waited a beat to see if Megatron would continue and when he did not Soundwave finished with what he had been about to say. "-and the Matrix."

He peeked at Soundwave between his digits. "You can confirm this?"

The Communications Officer nodded once. The black hand dropped, exposing the stress lines deep carved into his face.

"Their thoughts are boiling on the surface."

"Well," mused Megatron with a dark, rumbling undertone. "They are in for a rude surprise. Phage does not have the Matrix."

Despite the full faced battlemask, Soundwave looked taken aback by the revelation. "She doesn't?"

"No." Came his curt response. "But she has hid it somewhere. I know she did. Optimus Prime carried it for nine million years. In the last sixteen Earth years I have torn it three times from his chest cavity. Optimus did not hide it. Phage did. And I want it found. When this situation is cleared up Soundwave, I want you to extract the Matrix's location from here."

Abruptly, Skywarp's voice cut in to the discussion. For half a nanoklick the two mechs jerked theirs heads up and down the hall, half expecting to see the purple and black Seeker materializing in. In the next half of that nanoklick, Megatron realized where the voice was coming from. \\\Err—Lord Megatron, you know you never hung up.\\\

A moment's strained pause tested Megatron's patience. Behind his thin frown, he ground his denta together as he pressed the heel of his hand against his forehead.

"Over and out, Skywarp."

\\\No! Nonono, wait! Wait a nanoklick, Lord Megatron. Did I hear right? That upgraded glitch doesn't have the Matrix?\\\ Megatron's temper flared. His mouth was peeling apart to start laying into the Seeker across the comm-line, when Skywarp's voice hit a squeaky nervous pitch as if he could already sense the oncoming reprimand and inevitable punishment. \\\I want it on record that my tracking systems picked up Matrix energy all over that femme! It was there at the battle! When I nabbed her! And at the forest, I swear! She was lit up like a supernova! Thundercracker and Starscream will back me up on that!\\\

Over the comm-lines, Megatron heard Thundercracker's deep, rough voice rumble from the background. \\\Don't bring me into this.\\\

\\\You're already involved in this, TC!\\\ hissed Skywarp.

\\\You're the one that's trying to kiss aft!\\\

"The two of you _and_ Starscream are already on thin ground!" barked Megatron over the comm-lines. "Phage was unable to produce the Matrix under duress."

\\\Did you breach her subspace pockets?\\\

"Are you questioning my interrogation methods?"

Skywarp stammered over his own words on the other end of the line. \\\No! No, not at all! I-Let me finish!\\\ The Seeker couldn't keep the note of desperation out of his voice. \\\She-she had to have it on her when I nabbed her! There was no other Autobot on that battlefield that was radiating the Matrix's energy signature!\\\

Megatron and Soundwave shared a glance between them. "So then she didn't pass it off to any other Autobot." said Megatron.

\\\No!\\\ Skywarp exclaimed adamantly over the lines. \\\I would bet my wings on it!\\\

"Are you sure about that, Skywarp?" Inquired Megatron slowly, rolling the words off his glossa.

A short strangled noise popped over the comm-link. After the briefest nanoklik, Skywarp came back and said, \\\Absolutely.\\\

The warlord craned his cranium back in the start of a roll to pop out the tension and immediately regretted his decision. A short stab of pain lanced through his neck cables and he grimaced. Unbidden, his right hand reached up to gingerly touch the small laceration. When he pulled his digits back fresh energon stained them. His frown deepened as he rolled his digits together, smearing the liquid until it was nothing. "Thundercracker."

\\\I'm here, Megatron.\\\ came the deep roll over the lines. \\\I've no idea where Starscream's at at the moment though.\\\

"Can you confirm Skywarp's story?"

Megatron caught the tale end of a groan from Skywarp before Thundercracker's voice overrode the wordless complaint. \\\I can.\\\

"Amuse me. Do you believe that Phage could have stashed the Matrix back in the forest?"

Thundercracker's scoff sounded like the low warning growl of a large mastiff. \\\Tch. I would sooner strip myself of the title of Seeker if my scanners missed the Matrix signature in that field of carbon sticks.\\\

The heat of Megatron's seething irritation bled into his next words. "And the cave?"

\\\The...cave?\\\

Megatron could practically see the Seeker's looking frantically at each other. "Yes. _The cave._ Do you suppose Phage left the _Matrix_ in that dark, mud ridden crevice in the earth."

Silence reigned over the comm-lines. He really could envision their blanched expressions. \\\Err..\\\ stumbled Thundercracker. \\\Well, that is a possibility.\\\ he admitted slowly, hating himself as the words came out. \\\Our scanners can't penetrate through that much solid rock.\\\

" _Find_. _**Her!**_ " roared Megatron over the comm-lines. "Use the base's security system to track her if you have too! Cross reference every Decepticon energy signature until you find her! When you do locate Phage the two of you inform me immediately!"

Without waiting for a confirmation he cut the line. Then abruptly he pivoted at the waist and punched the nearest wall, leaving a sizable dent in his fist's place. "And they call themselves Decepticons!"

Nearby Soundwave emerged from the backdrop and intoned gently, vocal processor flanging in musical pitches in its characteristic fashion. "Orders, Lord Megatron?"

His cranium inclined in Soundwave's direction, crimson optics burning slits of internal heat. "Ignore your prior orders, Soundwave. After we repeal the Autobot incursion I want you to take Rumble, Frenzy and Ravage back to that cave and find the Matrix."

"Yes, Lord Megatron. And what about now?"

" _Now_?" growled Megatron. "I intend to contact all available Decepticons and repel the Autobot intruders _and_ keep them from retrieving Phage. Ugh-" he grumbled suddenly, "those two still haven't gotten back to me about the Autobots. Soundwave, can you detect their numbers? Sea Spray was not listed among the extraction team that was suppose to be here."

"Ten." Soundwave supplied with a brief flare of his visor. "The Autobot Sea Spray was the only surprise addition."

Megatron's facial features twisted up into a tighter grimace. "Always the least expected."

All of a sudden, Soundwave's cranium snapped around, visor flaring brilliantly before receding to its normal glow. Megatron stood rooted to his spot, staring as the Communication's Officer abruptly cocked his cranium to the side, audio receptor up in the air. The motion was very similar to when Ravage had heard something from afar and was trying to determine the source of the noise. Megatron held his peace as Soundwave went through the motions, observing with a keen interest as the blue mech started for the elevator they had just come from, paused, and glanced back down the hallway they had come.

His patience reached its limit. "What is it Soundwave? I have a force to repel."

The telepath's cranium twisted in his direction and stared. Megatron had the sudden odd sensation that Soundwave was staring straight through him.

"Something's wrong."

Megatron glowered at the mech. "Yes. A lot of things are going wrong today."

The telepath's cranium jerked around again. Once more, Megatron could not help the comparison of likening it to Ravage getting distracted by some noise or motion. If he hadn't been aware that Soundwave was telepathic, he would have thought the mech was disturbed.

"You're picking up on something."

His attention snapped back to Megatron then did a double take back down the hallway before slowly sliding back. "The Autobot forces are splitting. I'm not getting an accurate account of the electrical impulses but I'm certain there's six of them going around the base. The other four are below us—back down the elevator shaft." His visor dimmed to a narrow beam of light before marching back over to the elevator. Then, glanced down the dark shaft intently, focusing. "The force of the current has them suck down there until the whole area floods."

Megatron strode confidently up to the elevator door and took the empty space next to Soundwave. Counterpoised with his right side to the shaft, he peered down lazily. "Well, it seems I can fix half of our problem right now."

An inner rose-tinted glow disrupted the heavy shadows within the depths of his fusion cannon.

* * *

For priceless seconds, Phage and Shrapnel stared dumbfounded at each other. Then the Insecticon's head cocked crazily to the side as if the adjusted view could give the Insecticon a new perspective on why Phage was there at the doorstep, crammed into a corner like a frightened turbo fox.

The light of the Insecticon's yellow tinged visor dimmed marginally as Shrapnel's mouth twisted up and said softly. "Alicean— _cean-ean_?"

Phage's face screwed up twisting further into horror. At the mere apparition of Shrapnel alive and well before her optics, horrid memories of Alicean's were threatening to claw and drag their way up out of the inky depths of the undersea. Memories that brought with them imprinted ghost sensations on her processor. Freezing nights spent curled in on herself for warmth. Shrapnel's deranged, insistent whispering straining at the edges of her hearing. Snapping bone. The pungent reek of blood. Shrapnel's slim digits trailing through her hair. Shadows moving within the shadows, and from their depths stood Bombshell staring back at her from across a warehouse. The sickening yellow glow of his visor fixated on her, the full face mask impassive yet hateful and scheming. Kickback fidgeting at Bombshell's pedes in his alt mode, more an animal than an advanced machine mind.

Phage couldn't breath. Couldn't move. Couldn't think.

 _Echoing from her half of the Infraspace, Optimus heard the figment sounds scurrying up from the light-less caverns and saw the images flash across the aurora borealis thought patterns and reflect again on the delicate skin of the undersea. He witnessed all from the metallic beach the two of them stood upon and reacted fast before she could descend further into memory._

 _Optimus Prime's avatar shifted all around her. His secure embrace loosened and disappeared. Before she could even wonder the whys and wherefores, he grabbed both arms and forced her to look up into his optics. ::Phage, you listen to me. You are not there.:: He jostled her once for good measure. ::You are not in Washington. Do you hear me?::_

 _::Shrapnel's alive! I thought...didn't you...::_

Down the hall, Rumble's footfall paused and scrapped along the floor again in what was evidently a turnaround. "Phage? I am not in the mood for games."

His voice broke the delicate spell between them. Both Shrapnel and Phage glanced with their optics down the hall, then riveted their attention back to each other.

 _::You are not the same person you were back then. You have grown in so many ways. You are stronger than you were then. Strong enough to have the strength to stand up to Shrapnel.::_

 _::Stand...up to...?:: The words were hollow and proceeded by an equally numb laugh. ::Shrapnel...kept me safe. From him. From both of them.::_

 _::The Insecticons drove you_ _ **away**_ _from us. From_ _ **me**_ _. And I need you right now. I don't know how to survive like this.::_

 _Disbelievingly, she blinked slowly up at him. ::You...need me? After-::_

 _::Yes! This is going to sound harsh, but right now I need you to keep your cranium fixed straight.::_

 _Mirco muscles flexed across her sythnoplasmic face, uncertain of whether to take offense or not. In record time she settled for the latter. ::What do you need me to do?::_

 _He took it as a good sign that she was responding, even if her thoughts were still coming back to him as deadened and firewalled._

 _::Use Shrapnel like you did then.:: His optics narrowed suddenly as his voice shifted to match his firm commanding presence. ::Use him to deal with Rumble.::_

Just as Shrapnel's mouth was peeling apart to say something, Phage found the strength she needed to force the tension in her muscle cables to ease enough to offer Shrapnel an awkward smile and a twiddling little wave of her digits. "'Ello, Shrapnel." She murmured quietly back. "Long time...no see." She tried to suck in a reedy breath and push it out with equal hushed force, optics darting behind her as if she could see through the engaged column. "Why didn't you ever call?"

The Insecticon glanced again back towards the hallway where Rumble began stomping towards their destination. "I said I wasn't in the mood for games, you Witwicky wrench! Come out now!"

Shrapnel's mouth, previously ajar, pressed itself into a pencil thin frown. All of a sudden the black, grey, and purple trimmed Insecticon moved like lightning. The slim hand grabbed Phage's wrist and yanked her forward—only to push her roughly into his hab-suite.

Phage stumbled inside, caught her balance and whipped back around in time to catch a glimpse of the Insecticon. Shrapnel gave her one last odd look before stepping fully out into the hall. The beginnings of an entirely new conversation slapped her audios as Rumble's voice cracked. "Oh! Shrapnel! I didn't-" And the door slammed shut between them.

The hab-suite was mercifully quieter than the hallway before, but the silence pressed and weighed down on her audio receptors as heavily as Optimus's ancient consciousness encroached on hers. Seconds ticked by, slow and torturous.

At long length, Optimus spoke through her, crisp and to the point. "That was...easier than I imagined." Piloting her body, he began to take stock of the room by moving in a slow rotation. Her optical ridges rose up her forehead at the expansive collection of Egyptian artifacts littered throughout the room. "I believe we may have just bought ourselves the time we needed for the Autobots to catch up."

Dazed and distant, Phage ignored his comment.

"I can't believe you... _wanted_ me to ingrate myself on Shrapnel. You know what happened last time."

"We needed time."

"I know. I know! Just...not like that. Please," her voice was strained, bordering desperate, "not like that."

"I did not want to put you into that position but we are lucky that it was presented to us. Moreover that Shrapnel was so willing to assist you with so little done, thank Primus."

"For now."

"Now and the next breem should be all that we need. Breathe, Phage."

She did just that. Seizing on the sudden break to close her optics, breathe in and breathe out. As her nerves settled, her curiosity rose.

"I thought she was dead." Her voice was a sharp contradiction to Optimus's use of it only a moment before, coming out as a thin incredulous whisper. Her mouth hung open as she struggled to gather her thoughts and dust off memories from another life. A swell of nervousness overtook her and she licked her denta, resisting the urge to chew her bottom lip. Narrowly succeeding that, she rubbed the inside of her thumb along her fingers repeatedly to keep from shoving her fingers into her mouth to chew on the nails. "We are in so much trouble."

Across the Infraspace, Optimus blinked rapidly at her. _::She?::_

 _::Yes.:: Phage insisted. ::She. Wait,:: she shook herself out of dark memories of Washington and gawked up at Prime's avatar, ::did you not know?::_ Aloud she continued, "I thought it was obvious."

"Shrapnel is a mech." Optimus insisted.

"A _femme_." Phage countered then glared at nothing but the door ahead and the furbished quarters around them. Her gaze lingered on an expansive collection of varying stone and bejeweled scarabs and quietly marveled at how old they appeared. "I think I would know. I had to play relationship therapist while I was hostage!"

"Relationship therapist?" Optimus echoed. "What are you talking about?"

"I thought you knew!"

"Why would I know that Shrapnel was in a relationship with—wait, which one?"

"Bombshell!" Phage exclaimed. "She was in a very...uh, _toxic_ relationship. Like—borderline Harley Quinn and Joker. Actually, scratch that. I think it was more like what's-that-Marvel-character's-face...Private detective chick, dresses in black...starts with a 'J'-something. I know it and its going to come smack me across the face later. Oh! Or you know what, Hannibal Lecter and that FBI lady." She was starting to ramble and she knew it. She could have gone on using fictional character references to describe the sick, twisted relationship—no, it wasn't a relationship. Phage was absolutely certain that the mnenosurgeon-freak Bombshell had been fucking with all of the Insecticon's heads for thousands of years and it made her synthoplasmic skin crawl just thinking about it. She gritted her denta.

"Look it, god their relationship made _mine_ look functional. Between the stuff Shrapnel told me and what I picked up on-" she cut herself off and added suddenly, bordering anger once again. "Have you ever actually stopped to listen to what Shrapnel whispers? Most of the time she's repeating herself but, but god. I practically clung to her during...my stay. She doesn't always repeat, Optimus. She—I, how do I explain it? Sometimes stuff just—slipped out. Weird left field kind of crap. Sometimes it was just vehement hate she'd spit after Bombshell. Other times bizarre comments, sometimes in another language I've never heard before. All of it was like I'd stepped into some kind of Stephan King horror novel." She swallowed hard, battling back the memories. After a moments pause she said, "Is it strange of me to think that when I thought she died in that explosion, I remember thinking—hoping," she corrected, "That she could have some peace at long last."

"It is not strange to have compassion and pity for your adversary, Phage."

Slowly she nodded along. She tore her gaze away from the scarabs and back to the door.

"I wish I had realized Shrapnel's plight sooner. Perhaps things would have been different."

"I don't know, Op. They _ate_ people. Washington wasn't an isolated incident. One of Shrapnel's comments was about how she missed it when humans use to worship them and make sacrifices to them. I was... _so_ _lucky_ that Jazz had been in the area."

The news about Shrapnel had hit Optimus Prime hard. She Sensed him shifting over the information, re-reviewing the Autobot interactions with the Insecticons and their turbulent dynamic with the Decepticons in a new light. As he brooded, Optimus remarked impassively. "I had him tailing you."

Phage pressed her lips together, struggling between old ghosts and the gnawing uncertainty of what was going on beyond the door.

"I know." Her voice came out an odd mix of exasperated and frail. She didn't miss the stark contrast between her use of her voice and Optimus's. "It was hard to miss him. I mean—come on!" the smile that traced her mouth was faint. A brittle attempt at levity to chase away her lingering demons. "He's a Porsche with a blue streak that was trying to stalk me in Washington. There's nothing there but trees, more trees and Seattle. He stuck out like a sore thumb. If you didn't want me knowing you guys were nearby you should have sent Ironhide."

"Dully noted."

Phage's glossa flashed out to lick her dry lips. "We can't trust her."

The remark jostled Optimus from his brooding. _::I never suggested we should.::_

 _::I'm sensing a 'but' in that.::_

 _::But if Shrapnel has some sort of connection with you-::_

"Please don't finish that sentence."

 _::-we might be able to use her to aid us further if the Autobots are further from us than I like..::_

"No." Phage blanched. "She wanted to keep me as a slave before—or a pet. Pet slave. And then threatened to eat me if I made her mad. I had night terrors about getting eaten alive by Terminators and bugs for months after that."

"Phage, breath." Optimus tried to sooth. "I will not let Shrapnel harm you ever again."

" _How?_ You're _in_ me _._ Wait," she grimaced and buried her face in her hands, "that came out wrong. God, geez, you know what I meant."

 _::I never processed it the other way.::_

Phage rubbed at her darkening face. "I'm sorry. I didn't mean to get snappy. Shrapnel being here has thrown me off." Something pricked at her processor, some nagging thought. She lifted her cranium, peering out between her digits at the door. "How is she alive?"

Her optics narrowed and Optimus countered, "How did Megatron repair himself from the damage I had inflicted upon him within cycles after our arrival?"

A heavy weight settled in her fuel tanks. Phage fidgeted from pede to pede. "Oh god Optimus, what the hell is going on?"

He did not answer and she Sensed it was because he had no idea himself.

Further conversation and speculation were cut short between them when the door slid open. Phage jumped at the initial sound and then felt her pedes solidify with the floor. Shrapnel stood in the door frame, motioning her to come out into the hallway.

"Come here... _ere..._ " Despite her efforts to push it back, several nights worth of traumatic memories slammed hard to the forefront of Phage's consciousness just hearing the whispering, repetitive tick of Shrapnel's speech.

Initially she did not move but then Shrapnel was not somebody that one simply ignored. Not when she could channel enough electrical current to internally combust a Cybertronian's systems.

In her mindseye, she felt Optimus sidling up to seize the reigns. Unlike other times the transition of power was less control issue and more an easy relinquishment between the two. From a distant, Phgae felt her body straighten with confidence but move forward with caution.

"Did you get rid of Rumble, Shrapnel?" Under Optimus's direction, her voice was a firm questioning utterance that sounded distant to her own audio.

Stress and strain and the constant pain she was in from the looming fusion of their resonance wore her down. Lightheadedness reared its ugly head.

When she was within arms reach, Shrapnel moved with the speed of a lunging snake, grabbing her wrist and yanking her forward. The Insecticon was surprisingly strong for her build and managed to fling Phage into the hallway. "Too slow. Move faster.. _.asp-er...ask her._ " Phage stumbled into the hallway, caught her balance and righted herself. Then, she looked up and froze. Rumble stood in the midst of the hallway not more than ten feet in front of her, arms crossed over his chassis and a one-sided frown plastered on his living metal face.

 _::Shit.::_

"Rumble has assured me _._ _..me..._ " She began to say when Phage shot an accusatory look over her shoulder strut at the Insecticon, "that he only has a proposition for you _...you...you._ " Shrapnel's gray lips smoothed into a no-nonsense frown as she redirected her attention on the red Minicon. Phage caught a flash of something blue between Shrapnel's slowly shifting digits, and when she took a hard look herself she only confirmed what she had glanced. Flickering arcs of electricity were jumping between her slender digits. "Isn't that right, Rumble? _...bringing...trouble..._ "

"Yeah." He grumbled, glaring behind his visor at the two femmes. "Just a proposition."

* * *

Close enough to kiss the wall and far enough away from a likewise similar meeting with any mines, the Aerialbots hugged the seabase's outer walls, zipping along in their alt modes at breakneck speeds. Cold salt water roared in their audio receptors and a trail of bubbles marked their path behind. Riding astride Silverbolt, Jazz clung to the mech's top having flattened himself as close as he could to the Aerialbot leader's frame to avoid drag.

 _\\\Stay close on my tail, Aerialbots.\\\_ Silverbolt messaged over the Inter Autobot communication lines, his mother henning nature showing through even in text. _\\\Fireflight! You're strafing! Get back in formation!\\\_

 _\\\Sorry.\\\_

 _\\\Don't be sorry, stay alert for pity's sake. We aren't on patrol!\\\ Before his last message was a second old he pinged Jazz personally, \\\Do you think the Decepticons have picked us up on their radars yet?\\\_

\\\You'll know when you see the Trine.\\\ Jazz quipped.

There was silence over their group messaging for five Earth seconds before Silverbolt started up again. _\\\I still think we should have all just punched through that bar together and nabbed Phage. She would have been safe with us rather than lost somewhere in their base.\\\_

 _\\\Please, Silverbolt.\\\_ Slingshot was quick to shoot back _, \\\I think we all know that she's right back in Megatron's arms.\\\_

Jazz's circuits sizzled just reading the message from the young punk as it filtered across the inside of his visor. He could have said hands. Should have. Slingshot had purposefully selected 'arms' to poke at her allegiance.

Part of him wanted to lash out and deck him upside his cranium. Given their circumstances it wasn't an option that Jazz exactly had at that time. He was only so glad when their destination came into sight. _\\\There! Up ahead, there's the air lock that Sea Spray mentioned!\\\_

 _\\\Affirmative.\\\_ Silverbolt acknowledged and began decelerating. The Aerialbots followed his lead flawlessly, slowing and ultimately transforming simultaneously as if they were of one singular mind rather than five separate entities. Their flawless synchronicity made Jazz smile even as he pushed aside the creep factor that spiked knowing their timing had a little less to do with training and a little more to do with their combiner nature.

He let go of Silverbolt to allow the mech to transform, then swam to the air lock hatch. The Aerialbots gathered around him like a honor phalanx as he set to hacking the exterior door, noting from his peripheral vision that they were a young nervous bunch that kept glancing over their shoulder struts. As well as they should.

 _\\\How long is this going to—oh.\\\_ Began Slingshot. Before he could finish the door parted for Jazz as if it were the jaws of some massive gaping sea beast welcoming him in. Slingshot blinked, mouth agape and optics wide. The black and white mech started inside, paused and spun back around to Sileverbolt.

 _\\\Follow the plan. You wait for my signal.\\\_

 _\\\Affirmative, Jazz. And,\\\ J_ azz turned back around, waiting for the remainder of Silverbolt's message. _\\\be safe.\\\_

A smile plastered itself across his lean roguish features. _\\\I knew there was a reason I liked you.\\\_ With that, he slipped inside. The air lock doors sealed shut after his retreating back with a snap, the noise made dull in the water.

 _\\\How'd he do that?\\\_

 _\\\Do what, Slingshot?\\\_ The sigh and optic roll were nearly perceptible in the message.

 _\\\How'd he get in so fast? I thought-\\\_

 _\\\He's Jazz.\\\_ Skydive pinged.

 _\\\But so fast?\\\_

 _\\\Jazz.\\\_ Skydive gave a flippant shoulder shrug.

 _\\\Hurry up and let's_ _ **go**_ _, you two!\\\ pinged Silverbolt. \\\We're on a tight schedule!\\\_

Before following Silverbolt's lead, Skydive added as a last word to Slingshot, _\\\He's the best.\\\_

Slingshot was still struggling with the event even as he transformed to follow his brothers. _\\\But—I didn't even see him take out any tools! He just, swam up to the airlock and wham!\\\_

 _\\\Stay focused, Slingshot.\\\_ Silverbolt's message was quick to interject into the group discussion. _\\\We are in the heart of enemy territory and you_ _ **still**_ _want to question Jazz's methods?\\\_

 _\\\Do you think we'll ever be that good?\\\ questioned Slingshot after a moment._

 _\\\If you keep your head down.\\\ Silverbolt shot back in rapid fire. \\\Then maybe you'll live to be a hundred.\\\_

 _\\\Harrharr.\\\_

The Aerialbot group messaging quickly fell into disuse, until Silverbolt had some other reason to mother them.

Inside the airlock, Jazz was a mech of perpetual motion. He did not waste an astrosecond in setting to work at hacking his way into the seabase. From a subspace compartment on his right forearm, Jazz sprung the tools of his trade before the water had finished draining in the confined space and proceeded to remove the pass code panel and tamper with the wiring. All the while his pede tapped to the tune inside his cranium. A tune which just happened to be the lyrical number to spider-pig from a Simpsons episode he had caught on Teletraan-1 the other night. While he worked, he muttered in singalong:

"Sabotage, sabotage,

That's what Jazz does.

Can I hack any grid?

Yes, I can, I'm the mech,

Look out, I'm in!"

The inner air lock door sprang open as he finished his tune. In quick succession, the hacking tools dispersed from his hands in a radiant blue glow before his photon rifle took its place, appearing in the same manner as his tools had moments before, and flicked off the safety. Taking precautions to check around corners, Jazz entered the base with one destination in mind—the Decepticon command center.


	10. Kaonite Standoff

**Authors Note:** This chapter took me so long because Starscream and Megatron had to have words with each other and Jazz's scenes are difficult to capture in general. Having a sick 2 year old and then 1 year old did not help either. XP **Tennoda's** review from the last chapter reminded me that I also should have stated that the character Oscillate the Living Forge is one of my original creations to help flush out our favorite Cybertronian's backgrounds. ;) On that similar note, the Autobot/Cybertronian word 'alto' means stop, halt, desist.

Also, a big thank you to **Wolf Girl811**! The Robosmasher machine from G1 was the initial prototype for the virus the Decepticons created that was mentioned in the last chapter! Thank you for drop naming it in your review, I could not for the life of me remember what it was called or find it on line!

**Thank you to **DarkFlameBear98, Dina Sana, Laurenthalas, Sleepless Kueen, Aknamkanon, xXSweet Little BumblebeeXx** for favoriting and following Resonance!**

 **Guest** : I am glad to hear that people enjoy my writing and miss it. So thank you!

 **Wolf Girl811** : I realize that Resonance has been pretty dark and depressing, and there's still so much more of it to go before the end. Unfortunately it is hard to capture more lighthearted moments, especially in the fast paced action that's going on. There might be a chapter coming up soon though where I might be able to have a few lighter memories, though the way it is planned in my head is bittersweet. And yes, writing out the scenes where Megatron is getting harassed by his fellow Decepticons is rather enjoyable for me! XD As for Shrapnel, she snuck her way into the story. She wasn't supposed to be in it at all, and what happened was I had separate pieces of the chapter written and needed to bridge them together. As I set out to do that, Shrapnel made her appearance and events started shifting and changing. It was actually the main reason why chapter 9 and 10 got split was to give me time to make accommodations in my writing for this new player. For awhile now I kept seeing Shrapnel as a femme and decided why not bring it up now. Again, thank you so much for the name drop of the Robosmasher!

 **SunnySides** : Thank you for the compliment about Jazz! I was cracking up writing it out. And yeeeeah, they really do need to stop doing that. The reason I was writing that way is because it is slipping up between them. An unconscious effect. They do it when they become heated with each other and resume the mental chatter when they are more conscious about their surroundings. As for the Decepticon slapstick, if I told you how I was doing it I would have to send Rumble and Frenzy after you! XD But seriously, I have a 2 and 1 year old and am currently a stay at home mom. So at the end of a long day, it helps to unwind with a glass of wine and humor. That's where a lot of the Decepticon banter is coming from. Letting out the day's frustrations with a glass of wine and passive aggressive writing. ;D

 **Tennoda** : Five points to Gryffindor for humor! Love to hear when I get a laugh out of people. And thank you so much for the wonderful comment! I was beaming reading that my writing was so convincing you had to check TFWiki to see if Oscillate was a canon character. Success! X) It took me awhile to come up with a name for Ratchet's predecessor. I knew I wanted him to have an outlier ability to control and manipulate sentio metallico, so his name is an anagram of it! It was actually suppose to be Oscillate Loom, but I dropped the second half.

 **Lereniel** : I'm sorry about the confusion over Phage's background. I haven't written fanfics for years, and when I decided to jump back in I leapt right into the middle of Phage's story with Resonance. When I get the time I'll set up a rough time line on my profile page, but yes. Phage does have several abilities, phasing and foresight, though I was trying to downplay the latter. With my older works, her foresight was touched on in Golden Hour and the phasing was going to get revealed in its sequel, 'Games of Red, Green, and Yellow.' I originally had some chapters of 'Insecticons over Washington,' that included Phage when she was Alicean and the troubles she got into with the bug Decepticons, but I deleted that fanfic years ago from fanfiction because I didn't like the direction it was going. Part of me is glad I did because the story arc does not fit with what's going on now and it would have required a massive overall. More about Phage's powers will get revealed in upcoming chapters as well as a bit more about what happened that changed her into a Cybertronian. I am contemplating of writing a prequel to Resonance, I just haven't decided if I'll try to do that while I'm still working on Resonance or after.

* * *

 **Chapter 10**

 **An inner rose-hued glow disrupted the heavy shadows within the depths of Megatron's fusion cannon.**

"Whatever are you _doing,_ Lord Megatron?" The high-nosed Vossian accent cut through Megatron's dilapidated concentration, jerking him away from the elevator shaft. "Other than destroying an elevator that I'm likely going to have to repair later...what with the Constructicons captives of the Autobots."

With his special brand of engex hitting his systems hard after the adrenaline burst from the bar, Megatron had to resist the urge to fling his head back and let out a long suffering groan. Instead he settled for gritting his denta before turning around to address the owner of the grating voice. He had only just swung himself around when he hesitated to retort, noting Starscream's sudden shock. The Seeker's attention shifted several inches south of his optics. "By Vos, what happened to your neck?"

A sudden defensive urge sprung up in Megatron to thumb the wound and yet he crushed the impulse with a prejudice. Rather than answer his second in command he retaliated with a question of his own. "Where have _you_ been, Starscream?"

A sneer peeled apart his mouth to disrupt Starscream's otherwise charming visage. "I've been lacing the walls of our new phaser's cell with a null current—just as I was ordered to do. Seeing as I had _finished_ the delicate work, I was going to retire to my hab-suite. Yet here I find you about to destroy the elevator."

"You were going to retire—" A hard edge like steel wrapped Megatron's words. "Even after hearing the klaxon alarms?"

"I was heading here to retire _when_ the klaxon alarms went off." His optics narrowed of a sudden, sweeping in the whole of Megatron's frame in a single glance from pedes to helm and added quickly. "Why are you questioning me?"

Megatron wanted to retort back with 'why shouldn't he be,' but Soundwave cut into their back-and-forth before it could grow into the inevitable shout-all.

"The Autobots are escaping."

"Autobots?" Echoed Starscream with an air of genuine surprise. "Where?"

This time Megatron did let out a curt grumbling growl, just before he leaned back over the lip of the elevator shaft and fired off several shots haphazardly. The blasts from his fusion cannon echoed with ominous finality along the shaft and down the hall. When he had finished, silence befell their small group.

His cranium swiveled around and fixed on Soundwave. "And now?"

The mech in question stared at his commander briefly in complete muteness, then glanced back down the shaft. "You..." Soundwave's cranium turned back in his direction. Though the unique flanged lyrical vocals of Soundwave's vocal processor usually disguised his emotions, there was a sliver of meekness as he continued. "Missed."

"What a wonderful display of marksmanship!" Derisive dripped from every word that passed Starscream's gray derma. "I feel _so_ confident in my lord's skills knowing that he's incapable of shooting Autobots in a barrel."

Gradually, Megatron's cranium inched around until he had Starscream in sight of his withering glare.

"You know," the Seeker continued, every word infused with the old portentous air of his city-state of Vos, "I expected that kind of bad marksmanship from Rumble and Frenzy. They _are_ brawlers after all. But from _you_ , Champion of the Gladiatorial Pitts of Kaon…" Tsk, tsking Starscream shook his cranium. "Well there is something to be said that your weapon of choice is a fusion cannon. There is simply no grace in the matter of finer accuracy with this high command." One slim flawless hand splayed across the glass of his cockpit. "My company excluded of course."

"The only benefits of your _grace_ , Starscream is the edge it lends to your fancy flights of cowardice!" As the words poured from his vocal processor in hot, seething waves, Megatron advanced on the Seeker bringing to bear his towering height and physical power over the slimmer mech. The fusion cannon hummed ominously with energy. The power from within bathing his hand in red light. Nearly falling over himself to put distance between them, Starscream began to blabber incoherently. All words finally failed him as he fell under Megatron's long shadow. The light of his crimson sun optics bored into him from overhead, his face a stern mask of stone. One spark pulse, two...

"Remember whose kill count is higher."

Optics wide and round, Starscream's mouth hung open, gawking, then finally snapped shut. "Y-yours, Lord Megatron." He stammered.

A tense pregnant silence hung between them. Then, back near the elevator Soundwave shifted, servos straining under the weight. "Megatron."

" _What?_ "

"The-" Soundwave paused as his cranium jerked two inches around, angling his helm back towards the elevator. The moment drew out long enough for Starscream to regain his composure and begin to glance between the two others suspiciously. "-Aerialbots..." Soundwave continued at length, the words dragging from his vocal processor as he forcibly tore his attention away from the shaft and focused on them, "They're leaving my range."

"Where?" Came Megatron's curt response.

Soundwave pointed back down the way Starscream had come. "Other side of the base."

"Diversion?" Prompted Starscream.

"Why?" Megatron bit back. "Phage is back that way. A diversion does not make sense."

Starscream's optics narrowed dangerously at Megatron's beside him, once more glancing him up and down. "Of course it makes sense. If the Aerialbots combine to form Superion we would have to split our forces to deal with him!" As he spoke, Starscream moved around Megatron and slide out from under his shadow. Far enough away to be out of immediate arm's reach. "And why is the phaser back _that_ way. Matter of fact, why is she in the hab-suite section of the base _at all._ You were suppose to be interrogating..." his thoughts finally caught up with his mouth and his face screwed up to match his sudden displeasure. "Oh, don't tell me! Interrogating my aft."

Megatron whipped around and started off down the hall. "I do not have time for this." And initiated comm-link connection by depressing the button on his chassis. But Starscream's shrill voice chased him down the hall.

"You were drinking."

The accusation stopped Megatron dead in his tracks. Starscream's fine chiseled features flipped like thespian duality masks as his meekness gave way to a vicious countenance. "I _told_ you—No! I _warned_ you. I warned you to terminate her and get it over with. Instead you—what? Had _drinks_ with her? Was your plan to sway the femme to our cause with a little sympathy chat over glasses of engex before you fragged her? Does this idea of interrogation pertain to all femmes or just Optimus Prime's? The track record stands at two to zero in favor of the latter."

"Starscream."

"What about the damage." The Seeker snarled over the warning as his optics burned into Megatron's neck. "Is that from her? She got the upper hand on you while you were _engexed_." Scowling at Megatron's backside the Aerial Commander stood his ground and said with soft acidity, "And you called Prime naive."

Megatron wheeled around on the heel of his pede and came to just as abrupt a halt at the crackling pop of his comm-link going off. {So, ah...} Skywarp's voice flittered through the hallway again. {I see you found Starscream.}

Glaring down Starscream, Megatron jabbed his finger into his comm-link responder. "Skywarp, have you found Phage yet."

{Yes, Lord Megatron! We found her! She's in the hab-suite wing.}

Exasperated, Megatron was just rolling his optics, mouth peeling apart to snap at Skywarp that he already knew that when Thundercracker cut in with more helpful information.

{What Skywarp meant to say,} Thundercracker strained, {is that she's outside of Shrapnel's quarters. With Rumble.}

{And our _resplendent_ femme.}

{What did you say?}

{What, TC? I said resplendent. That means beautiful.}

{I know what it means and that's _not_ how you meant it.}

{Aannnnd how was I suppose to say it. With _feeling_.}

With a snort through his olfactory, Megatron cut the chatter and caught Starscream's optics across the way. The Aerial Commander was posed with his arms crossed over his chassis. "Out of all the Seekers, I have them left to work with. And you wonder why-"

His leading arm with the fusion cannon snapped up and extended straight out, stabbing the air with a pointer digit. "Go round them up and disrupt the Aerialbot tactics before they have a chance to initiate them! Soundwave, with me!"

"And what are you going to do, oh glorious Lord Megatron."

The sneer was becoming a permeant fixture on his face. "I am going to contact all available Decepticons and tell them to meet me in the hab-suite wing. I suspect our Autobot guests," and his cranium jerked in the direction of the elevator shaft, "will meet us there."

The two Decepticon officers flanked him as they took up a brisk pace through the sea base's repetitive hallways. "You shouldn't be leading to repel this attack." Starscream said of a sudden. "In your state-"

"I'm not engexed to the point of a blackout, Starscream."

"But enough that you've already made bad decisions," his optics jerked towards the coagulated cut on his neck before flickering back to his face, "And your walk is unsteady."

"I. Am. Fine."

Starscream's optics flicked to Soundwave's behind Megatron's back. "Soundwave, make a note. I am taking command while our leader is intoxicated. Direct all-"

"This is the poorest excuse of a power grab you have ever attempted, Starscream."

"Power grab nothing." He snipped back. "You are in no state to be making split decisions! You couldn't even piece together that the Aerialbots are going to be a diversion to flood the rest of our base. I don't know about you, but I don't fancy pumping the base and fixing infrastructure without the Constructicons for the next three to six Earth months!"

"Then you should be _overseeing_ that it doesn't happen!"

With his finer grace, Starscream dipped and whirled around Megatron's bulk, enough to capture Soundwave's attention. Beseeching, Starscream tried to implore the Communication's Officer. "Back me up here, Soundwave! As next highest ranking officer here—"

"Enough, Starscream!"

He whirled around and seized the Seeker before he could leap out of reach. In the next moment, Starscream found himself slammed into the nearest wall, pedes dangling uselessly in the air as Megatron held him pinned by his neck. "Stop the Autobots or I will throw you into solitary confinement myself."

Starscream clicked his glossa on the roof of his mouth. "I'll lead the Seekers, those Cone head drones and the Combaticons to deal with the Aerialbots."

"A wise choice."

* * *

Rumble shifted between his pedes. The red minicon adjusted his optics from Shrapnel, the floor and then back to Phage. "Look," he began, "just give me the Matrix and go."

Phage blinked hard once at Rumble then again rapidly at Shrapnel. She could not have heard right. But a nod from Shrapnel confirmed she had heard correctly. "Rumble has assured me he is speaking the truth... _truths are subjective..."_

Optimus's consciousness stirred uneasily in her cranium. City districts shifted and moved as the scintillating Cybertronian script of his thought processes tried to piece itself back together from the engex. Large pieces of script were slow to repair itself. She knew she was little better. He wanted to grasp at hope but millions of years of war and hardship had taught him to be cautious of treachery and deceit. That it was coming from Rumble and Shrapnel had him even more on edge. Coupled with Phage's own mistrust of people from her past human life, they were both more than leery of the offer. All of it complied to a very terse, "You expect me to believe you?"

Rumble's mouth pulled up at the corner in a lopsided sneer. His arms uncrossed and moved with jerky agitated motions as he snapped at Shrapnel, "Why are you even _protecting_ her?"

Shrapnel's response was a very Insecticon retort—a sudden shrill chittering shriek that was as unnerving to Rumble as it was unnatural to Phage. Both cringed and shied away, but Shrapnel did not allow Phage to go very far. Her gray hand lashed out and latched on to Phage's upper arm and pulled her back, effectively locking her in at her side. The possessive motion threatened to blow open dark dusty doors in Phage's memories banks of Washington. And in the Infraspace, Optimus watched as her avatar scrambled to hold the bad memories at bay.

 _Across the mindscape, Optimus was aware of Phage's yawning undersea suddenly flowing by as though onto some greater destination as if draining from the lightless cavern. It was difficult to perceive purpose in the darkness, but there was movement on the mirror-like surface. As abruptly as it had began the transition ceased, and Optimus was left with the sensation that they were in a separate section of the undersea far removed from the entrance to the caverns where the memories stirred from their depths. The only thing to tell him the area was different was a lonely crag that rose from the midst of the endless lake. Nestled in to a crevice was Phage, curled in on herself. Head hung low and her slim fingers buried in the mess of her silver synthetic hair. The aurora borealis ribbons of her thought processes were still and silent. Leaving only her a fallen star lost in the cavernous depths of the earth._

 _Coming to a decision, Optimus moved from his shores and breached the mirror-like sea to reach her. His footfall did not drop into the opaque liquid, but rather struck solid ground. Glancing underfoot showed him he was creating a bridge of scintillating Cybertornian script and code where he trod. The bridge extended behind him to bind him to his half and stretched ahead before his step. The light of the bridge illuminated the oily undersea around him, rippling rainbow hues across its surface. Distance was a meaningless exercise in the mindscape. He reached the crag before long and knelt before her._

 _::Phage.::_

 _::Optimus?::_ Phage's frantic thoughts betrayed her growing unease.

She wanted to rip her arm out of Shrapnel's grip and thought better of it. Doing so had the potential to upset the crazy femme.

 _::I'll take Megatron over Shrapnel any day. Please!::_

 _::Do not even_ _ **think**_ _that.::_

 _Her hands fell away to drape over her knees. When her head lifted Optimus was greeted to a surprise to find her avatar caught halfway between Alicean Witwicky and Phage. The half that was human flickered and broke at the edges in octagonal angles like any poor hologram. ::I'm sorry. I need a moment.:: The thought was as broken as her avatar's haphazard appearance. ::Found a center.:: He gathered from the shared thought that she meant the crag and with the thought came an underlying data that it was somehow important to her mindscape but he couldn't understand why. ::Just need to gather myself.::_

 _::A rock, Phage?::_

 _::Solid ground and a sturdy wall at my back.::_

 _An infinitesimal stretch of silence passed between their minds. Then, Optimus said gently, ::I'll cover you. Take the time you need.::_

 _Her optics met his. One stellar blue of her Cybertronian half, the other the bad hologram that reflected back the hazel iris that was Alicean's. ::Can you.:: The thought was hollow._

 _::I have to try.::_

Wisely, Rumble backed off from the subject by offering Shrapnel a placating gesture with his hands. "Err, you know, never mind." Eyeing the Insecticon wearily behind his visor, he resumed his prior conversational direction as he gestured with his hand towards Phage, his digits curling and unfolding in a 'give me' gesture. "Hand me the Matrix and I'll let you leave with the Autobots."

 _Her fingers carded through her hair, one hand white and teal the other fair flesh with a long teal sleeve. Even her hair was trapped between the two extremes, the side that was Alicean the wild brown Witwicky curls he had been long acquainted with. ::No. No, I have to. This has to be me. They can't suspect us.::_

The proposition snapped the two engexed consciousness's from their back and forth. Rumble stared hard at the femme as she stood staring at him for half a second before his words seemed to click.

"You're trying to trick me." She said slowly in that typical dazed state accompanied with too much drink.

"Trick you—" the Minicon scoffed, " _Look_ , you're what—thirty Earth years? Is that right?"

"Twenty-nine." Half of her couldn't believe she had even answered him and the other half was irritated that she had responded with the tone of a child. Damn the engex. Now was not the time for lagged mental processes.

 _::Oh lord, maybe you_ _ **should**_ _take over!::_

 _::I tried to say-::_

"Whatever. Just—pfft, what a joke. Primus, you're not even one vorn. Do you even know how long that is?"

"Eighty-three Earth years." The lint in her voice left the sentence open ended when it did not need to be. Twice damn the engex lingering in her systems, but it had whittled down the filter between her brain and her mouth.

 _::All the negatives and none of the pleasant buzz, thank you Megatron Buzz-Killer. Asshole.:: Her avatar scrubbed at her face with the palms of her hands. ::Oh god. Just take over.::_

 _::Will it matter with you like this?::_

 _She peeked at him between her fingers. ::Geez, what a pair we make. I'm a chatterbox and you…::_

 _::Hrmm…silent?::_

 _::Ughhh, shit. What was in that drink.::_

Rumble caught himself as his speech tripped up. Several emotions struggled across his face before he settled on one. Muttering something that sounded suspiciously like 'she can imagine' before continuing. "I'm _five million vorns_. Approximately. I mean, it's not like I keep accurate count. It's more like you track Ages at this point-"

Abruptly, an unintelligent noise ripped through her olfactory before Phage straight out laughed at him. Rumble gawked and Shrapnel released her arm as she fell into a fit of engexed titters. The white and teal femme bent nearly double over and pointed accusingly at the red minicon. "Pfft—Hahahahaaaaah! You are _so_ _ **lying**_!"

Rumble's mouth screwed back up into his characteristic sneer. "I am not."

"You are too!" Phage pointed to herself and emphasized, " _Wit-wicky!_ You think I didn't ask about that! Don't you think you can bullshit me with numbers because I was formerly human! Why even lie about it? As if millions of years wasn't enough."

The annoyance was palpable on Rumble's face as his frame stiffened and his hands bunched up into fists at his sides. "Look." he demanded, mouth tight. "Just, _listen_. If you stay here my fellow Decepticons will break you. Okay? Do you get that? Just look at Shrapnel." At the mention of her name, she echoed her former displeasing audio-piercing insectoid shriek at the minicon. It was shorter in length, but the other two still edged further from the her. For his own courage, Rumble rambled on as if nothing had happened, his speech only drooping in conviction before picking right back up. "That's about as nice as I can say it." His cranium swiveled and locked back in Phage's direction. "Do you think out of billions of Cybertronians that we few made it here to this bitter end out of luck? No. Every one of us –even your precious Autobots- we're all cutthroats in the end. Selfish. We made the hard decisions that landed us right and sometimes, just sometimes, that means cutting a deal with the enemy. My fellow Decepticons –they're nasty. Take ol' Starscream for instance. He's a sadist. Always has been. He dabbled in varying scientific fields before the war on Cybertron and his experiments weren't exactly ethical, you understand. Rumor was that he was experimenting on live subjects. Don't make me go further into detail. Just, he got his name because he'd make his victims scream so loud the stars would hear them. And I know that has to be true because he's done it so many times over the long vorns...to Decepticons he doesn't like. Especially too Autobots. And that's just _Who. He. Is._ And he want's you terminated. Starscream doesn't like quick deaths. That's our second-in-command. An upper social tier uber processing sadistic aft."

Through all the long spill, Rumble was increasingly irked by the femme's stoic mask and more so by the calm tempo of her following question. "Why are you telling me this?"

Rumble gawked at Shrapnel, a helplessness on his face. "Can you _believe_ her? I'm making her a deal and she's _questioning_ me." Shrapnel just shrugged, a certain tantalizing smirk pulling at the corner of her mouth. The minicon whirled back to Phage and growled, "To get the _point_ across, _Witwicky_." The way he emphasized her former designation was injected with a similar strain of snark she had heard time and again from Starscream to Megatron. "You've pissed off every Decepticon here. Starscream keeps pushing to terminate you and _eventually_ Megatron will listen because he _always_ does. _Maybe_ you could have avoided that, before you tried to slit the Boss's throat."

Shrapnel's cranium snapped in her direction, her facial features contorting to shock. "Why would you do that _...hat...at_?" A sliver strain of rage wrinkled her face, flickering just below the left optic and plucking at the corner of her mouth. The emotion was directed at Phage, who could only watch in growing concern as Shrapnel battled with herself over some internal struggle. She half expected the Insecticon to lash out at her.

 _::I think I just pushed whatever little help I was going to get from Shrapnel to the edge.:: Worried Phage._

 _::This does not make sense. The Insecticons never got on with the Decepticons.::_

Then suddenly, Shrapnel turned to Rumble and asked, "Is he fine?"

Phage performed a double take at the femme Insecticon, gawking at her in disbelief. Most of the emotion spilled over from Optimus Prime. For Shrapnel to even say that, to ask. Genuinely ask if Megatron was okay... Optimus could not finish the thought, yanked from one 'Con to the next as Rumble continued to speak right over both stunned femmes.

"Yes." He snipped, then continued with Phage. "He was trying to do you a solid. Now he'll likely side with Starscream."

Her arm flared and burned with ghost signals of what Megatron had done not so long ago. God, it had only been minutes. Ten perhaps. Twenty? She resisted the urge to grab it and itch. "For the final time," she began and couldn't quite shake the tremble out of her voice, "I don't have the Matrix. Megatron already knows this." She threw in for good measure.

Behind the visor Rumble's optics narrowed, reflecting as a thin beam of light against his visor. From her peripheral vision Phage caught movement from Shrapnel as the femme's cranium snapped around to stare her down. It was enough of a forewarning for Phage to back away before Shrapnel could grab her arm again. The obvious withdrawal made Shrapnel scowl. "You've been naughty since last we met _...humans were always quick to change…_ " Phage felt like a rock had suddenly settled in the pit of her fuel tanks. "Stealing the sacred Matrix of Life, hurting Megatron-"

"Since when do you care about him!"

Her cranium cocked to the side, mouth pulling apart in blatant surprise. Whether she was shocked that her pet had spoken back so rudely or at her question, Phage was not certain. Shrapnel started to replay, tripped over a false start in a moment of reconsideration and said instead with a note of solemnity. "Take Rumble's wonderful little offer. _..offer...er..._ "

It had to be a trick of her audios, but the nervous speech tick came back to Phage's audio receptors as _off her._ Phage shuddered visibly and stumbled further from the Insecticon, which only drew another agitated mechanical clicking and whirling from the femme.

"I just said-"

"I heard what you said." Rumble grumbled audibly. "Just drop the charade already."

"It's not a charade!"

"Then tell me where you hid it! You had to have hid it somewhere—in the forest." Rumble's face lit with realization. "In that cave! Its the only conclusion."

She wanted to blame the engex, or Shrapnel's lack of a concept of personal space as the Insecticon moved in to make another grab at her, or all of the above, but Phage couldn't help herself before the words slipped out of her mouth as she jerked out of Shrapnel's reach yet again and thumped into a wall. "Do I look like I'd do something that obvious?"

Silence descended hard on the hallway. Internally Phage cursed herself and the engex before Optimus could berate her for the slip. Near at hand Rumble stood gawking, processing. Finally, he said, "There was no where else."

Shrapnel's cranium inclined in the minicon's direction. "Humans will always surprise you, Rumble. They are resourceful. And clever. My banta is no exception _...no one is exempt..._ "

Phage stepped back, tensed to flight or fight. Rumble kept staring at her and completely ignored Shrapnel. The gears were turning over loudly in his processor, but the minicon remained utterly flummoxed. "You _did_ have it." His cranium tilted slightly. Staring at her, blinking. "The battlefield...you left it on the battlefield? That can't be right. Megatron would have found it in Optimus Prime remains unless-" his visor lit up a second time. "-during the run around! You traded it off to one of the Autobots!"

She kept glancing sidelong at Shrapnel in an attempt to keep the distance between them but the Insecticon was becoming increasingly agitated by her elusiveness. She kept Phage cut off from running down that end of the hall while Rumble blocked her path back. Gradually the two 'Cons were boxing her in against the wall.

"That can't be right either." Rumble suddenly grumbled, correcting his judgment. "The Autobots are here for you because they think you have it." His optics narrowed into an irate glare as his mouth twisted up once again. "Whose trying to trick who here? I'm making you a generous offer and you're trying to confuse me."

"Rumble-" Phage's voice came out thin and reedy, but he was not having any of it.

"Trade or no deal." Rumble snapped off. "Those are the terms."

"I don't-"

"I'm offering you _time_ , glitch! Time for their tempers to cool off! -Shrapnel, back off of her! What is your glitch?- Pitt. I can't change that Optimus is terminated or that Megatron will engulf the Autobots and unite us," within the confines of her processor, Optimus scoffed at the very notion, "but I can give you the time to get away from here so when it happens the Decepticons might not care what you've done anymore. I can't guarantee though. We have long memories. Megatron has a _very_ long memory. You Witwicky's should _know_ that."

"Piss off."

"Hey!" Rumble snapped. "I didn't kill Radar _or_ Buster! They both offed themselves following the stupid Autobot code so you can just redirect your anger elsewhere.

She dodged as Shrapnel made another swipe for her arm and hit the wall again with no space left to go as the two Decepticons encroached on her, blocking either path of escape. Her fuel pump was thudding loudly in her chassis.

"Matrix." Rumble snapped. "Tell me where it is. Now." And his right arm transformed into his pile driver. Phage nearly choked on her fuel pump.

Shrapnel whirled on Rumble, emitting that eerie mechanical chitter. Immediately, the blue arcs of electricity danced along her slender digits. "Don't touch my banta _...banta...ta_!"

"We talked about his, Shrapnel!" Rumble growled.

"You said she would be unharmed!"

"Pitt, you fragged up glitch! There's a pecking order, here!" Rumble argued back. " _You_ might not want to harm her, but you'll have to sign up with the Boss! Soundwave was at the top, but I think Megatron's taken that spot after recent events! You'll be last in line, bug."

Shrapnel shrieked at the minicon. The unearthly animistic cry made Rumble step back. "I won't let any of you savage Decepticons hurt her!"

" _Savage?_ " Rumble shouted back. "Look whose talking! I'm _cultured_ next to you!"

"Hah! You can't claim to be cultured when you're the barbarian tearing it all down _-all down-down_!"

"Was that a jibe at what happened on Cybertron? You free downloading port!"

 _The cheeks of Optimus's avatar colored a particular shade of blue at the insult to Shrapnel as his optics went wide. Phage processed his stray thoughts and muttered, ::Did he call her a whore?::_

 _Optimus shuffled beside her and refused to answer._

"At least we Decepticons never had to resort to pressing humans for energon!"

"You have no idea! You weren't there!" The edge of every word shrieking from Shrapnel's throat had an electrical hiss. "It was our survival or them!"

"No idea? We've been reduced to raiding human energy outposts to survive!"

"There _were_ no human energy outposts several millennium ago!"

 _::This is more the Decepticon subgroup dynamics I am use too.::_

The wall was uncomfortably cold against Phage's backside while she watched the rapid back-and-forth between the two squabbling 'Cons. Her digits rubbed along the smooth metallic sheets to either side of her, an aid to anchor her admist the chaos. A subtle repetitive tapping noise caught her attention. Her optics swiveled in her cranium and locked on to her right trigger finger double tapping the wall. A physical nervous habit of Prime's.

Behind a firm pressed mouth she ground her denta together and forced her finger to straighten and still. _::Optimus.::_ she bemoaned in a hushed whisper even in the privacy of her own processor. A sliver of a wild thought cut through her that the minute noise would draw the attention of the bickering 'Cons.

In the breadth of the next half second that followed, an abrupt, raw idea struck her. _::Are they so preoccupied with each other that I-_ _ **we**_ _can just—slip away?::_

Optimus Prime's ancient consciousness stirred, and with it the headache from hell began to rear again. The engex had lessened the pain, eased the pounding behind her left optic, but as Optimus pulled hard on the reigns to gather himself back together it was returning in full angry force. His response that followed her proposition was shockingly lame. _::We could...try.::_

In that very instant, Phage had the epiphany that Optimus was completely out of his element. At that moment, Shrapnel and Rumble's argument became distant thunder to her audio receptors even as they stood screaming at each other right in front of her. She wasn't sure why she had never come to this realization hours before. She supposed it was because he was Optimus Prime. That he was four million years old. Ancient by human standards. And by that very thought came the misguided notion that he should know everything. And therein was the problem. She had always just had blind faith in him. Completely and utterly. She kept trusting that he would have all the answers and she kept willingly following his orders when what she had done, with the resonance process burning in her chassis like a forge and the uncomfortable itch that something was worming, invading, snaking its way through her whole body—all of it was new to him. What he had hoped for with Megatron, a peaceful exchange of herself for supplies and energon, simply never was going to happen. They both knew that now. But they were still in a rush against the clock. They had to escape with the extraction team. There was no exception to the matter.

Everything—the situation, _her-_ were frightening, unknown variables. And Optimus's consciousness was fumbling in the dark as much as herself.

No, no that wasn't true, she realized. She was use to this. This—she, her. As she was, her body, the lack of military software that Optimus had come to rely so heavily on. _Worse than a human without a cell,_ she had to remind herself. She had to do this. For the both of them. Just like she had told Optimus in a fit of passion during the Stunticon attack in the washracks. She had to get creative for the both of them.

 _::You need to relinquish the reigns to me.::_

 _::What?::_

 _::Optimus...:: The thought drew out, loaded with the previous instance of him latching onto the engaged column that landed them in this situation. His avatar shuffled beside her then begrudging relented._

The headache lessened.

Hypersensitive to everything going on around her and inside her, Phage drew in a silent, steadying breath. Then painfully, gradually slow, began to inch into a crouch, sliding down the wall as the disagreement between the two Decepticons escalated. Shrapnel's whole frame was crackling with blue electricity. Beautiful yet deadly arcs leapt and ribboned from pede up along the twin pincers that framed her cranium like a crown, supercharging the air around her with crackling energy.

"-ou dare speak to me in such fashion, you minuscule basic program... _program_! I was a _queen_ on this planet before-"

"Oh, _**shut up**_!" Snarled Rumble. "You drone on about your reign over this mudball planet as if it were an accomplishment! How hard could it have been? Humans are primitive _now_."

Her mouth curled up in contempt. "You want to talk accomplishments? Lord Megatron can barely sustain a foothold here at the bottom of the ocean while I bathed in the sun- _-in the sun_!"

"Pft! I would have loved to see you make as much headway as you claim if the Autobots were on your afts all the time. But I mean, it's no wonder the Boss doesn't take you seriously. You claim you were queen but there's no record of you."

Shrapnel's denta flashed as she snarled, "It was _before_ current recorded history! You have no idea how har-"

In full swing, Rumble cut her off before she could finish. "And it took you an army, the Swarm to conquer, what was it again? Some desert somewhere."

"Beautiful _Kemet_." Shrapnel hissed, her hands curling into tight trembling fists. "And I did not need the Swarm too-"

"Oh, wait! That's right. You lost the Swarm like you lost your crown."

A shrill, audio-piercing shriek ripped itself from Shrapnel's vocal processor. Her optics flared and burst with the energy that she had building up around her. Shrapnel's hands rose into the air, poised and ready to unleash the full brunt of her electrical current on the red Minicon.

"Are you sure you want to do that?" Rumble snapped off at her, bullheaded and challenging. "The Boss likes me. You wouldn't want to upset the Boss after everything he's done for you, would you?" Shrapnel hesitated, her frame seizing up. Then, Rumble added, "After all the progress you've made, what would Thundercracker think?"

Oddly, Shrapnel choked up at the last verbal jab. Phage's optics shifted from the emergency stairwell to the Insecticon femme. She was stunned as she watched the electrical field dissipate, hardly able to process the whys and wherefores. As far as Phage was concerned, and as far as Optimus Prime's intel went, Shrapnel should have left Rumble's circuits blackened. How such a simple threat could dissuade the Insecticon matriarch-

All of a sudden, Rumble was a blur of red. His transformation cog whirled and sung, his left arm alternating shape into the pile driver. The wall crunched in front of Phage's face. Close enough for her to feel the air whip across her face with the forceful impact. She froze, gaping hard at the object in her path. The scream of surprise that wanted to rip itself from her vocal processor got stuck behind her fuel pump. A tense silence descended the hall as the echo of the impact died. One second. Two. Gradually, Phage's optics followed along the pile driver and up its length until she could make optic contact with Rumble. His mouth was twisted into his characteristic vicious Billy Idol snarl.

"Where do you think you're going?" Her mouth peeled apart but for once, no witty remark was forthcoming. "No more games. Matrix. _Now_."

"How about we renegotiate the terms?" From a short distance down the hall, weapons whirled online. Rumble tensed, visor dimming as his mouth flashed denta in a self disparaging grimace.

Rising like the glow of hope that was soaring in her fuel pump, Phage jerked upwards to her full height at the familiar voice. The bright banana yellow of a certain Autobot's armor was like dawn breaking open in that dark cold hall.

"Sea Spray!" Phage cried exuberantly, her face cracking with a rare and brilliant denta-flashing smile.

Dripping salt water and leaving a trail of it in his wake, Sea Spray rounded the corner into view, entering the hab-suites wing from the emergency exit stairwell. His blaster was held firmly between both his hands, aimed resolutely at Rumble.

"Phage." The Autobot nodded once in her direction. His characteristic gruff voice was clipped and cold, immediately dampening her spirits like a chill spray of northern waters. She had a sudden flashback to Jazz's attitude earlier that day. The switch from the generally friendly mechs she knew to eons old warriors left her jarred.

Sea Spray's attention riveted from her and locked back on to Rumble. He indicated the minicon with his blaster. "Revert your arms and stand back, 'Con."

Only at Sea Spray's order did Rumble finally move. His head whipped around to acknowledge the Autobot M.T.O., and as he did so his T-Cog whirled again. His arm shifting back to his standard hand.

"Good. Now back up— _Alto! Fragging glitch_!"

With stiff, cold calm, Rumble took one step back from Phage while his arm was mid-process shortening and folding in on itself, micro subspace fields tearing open to slide parts and panels away for later use. True to his very faction's ideals, Rumble used the opportunity to tear open a much larger subspace field as his hand took shape and snatched his blaster as it materialized. Sea Spray's spluttering angry curses became a dull roar to Phage's audios as her whole sense of reality narrowed to the barrel end of the blaster pressed betwixt her optics.

"Stay right there Autobot," Rumble warned, "or I put a hole clean through her processor."

Time slowed to a crawl around Phage and Prime as her neural pathways fired off at lightning speeds in the fraction of that second. It was not the first time in her life she had experienced moments like this, as a life threatening situation arose and her brain module processed the threat and shot-gunned out a series of myriad paths for survival. It was cold, efficient hack and slash before she was left with one course of action that offered the highest chance of survival.

In her mindseye there was only one course of action. And there was only one little problem-

 _::Optimus! I need your expertise!::_

The scenario around her played on as if it were a forgotten television programme left on in the background. She was only vaguely aware as Sea Spray locked up in the priceless second that she was devising out plans and collaborating with Prime.

"Don't give me your slag, 'Con." He had the weathered voice of conviction, but it sounded hollow to Phage. "I overheard the deal. Phage doesn't have the Matrix so just turn the lady over to me."

Her muscle cables tensed, ready to act out-

" _Us_ , actually."

-and stalled. Her optics swiveled between both parties as she soaked in the new anomalies entering into the play. Jetfire, Bumblebee and Spike in his exo-suit. It _was_ some television drama. All that was missing was the classic Quentin Tarantino standoff—no wait. Hold the thought, they were already there.

"Looks like we have you outnumbered, punk!" chirped Bumblebee, smug grin plastered across his face as their weapons trained on Shrapnel and Rumble. When Bumblebee's processor finally caught up with the input his optics were sending he did a double take at Shrapnel. "I thought you blew up!"

The Insecticon matriarch's only response was a terse unamused sneer.

The only indication Rumble gave to any sign of nervousness was the smile that ran away from his face only to immediately return. Following his gaze with her optics only, Phage grimaced inwardly. Stealthing his way behind Bumblebee was none other than Frenzy. The flick of his safety setting resounded in the tense hall like a gunshot. The Autobots jerked around to accommodate the threat from behind, like chess pieces shuffling on a board.

Frenzy's grin was wide and maniacal. "Looks like we have ourselves an old fashioned Kaonite standoff."

Half of her registered that Optimus's consciousness was processing their position but waiting on thinning patience for Sea Spray to handle the situation. Phage had no patience left. She was operating on pure adrenaline, and that left her shaky and in the state to act brash. Inevitably, their two consciousness began to clash over what course of action to take. It all boiled down to her standing there frozen in place like some blank faced piece of decorative statue.

"Mexican." She grumbled. Although she thought she had muttered it under her breath the affect was the same as if she had shouted it.

Several heads snapped in her direction but it was Frenzy's countenance that twisted up into extreme displeasure. "What was that glitch?"

She could feel her cheeks heating up again. "I said, Mexican. You mean Mexican standoff."

The head of Spike's exo-suit whipped around and glared at her. "Shut up, Phage."

Frenzy just continued to glare. "What the frag is a Mexican?"

" _Mexico_ is a country on Earth, 'Con." Jetfire supplied. "Properly pronounced mAI-hEE-kOH. _Mexican_ is the adjective."

"You know what," Frenzy adjusted his aim to Jetfire. "I'm going to blast your face off first, traitor."

Amid the stereotypical crazy banter that Phage was certain was some kind of pre-battle ritual for them, Prime and she had already selected what they deemed to be the best course of action for their dual survival. Amid their plotting they had taken the time to ponder her newly realized outlier ability to regenerate—and tossed giving any kind of reliance on it out the door. Although Megatron had sliced up her arm and it had healed near instantaneously neither one of them was willing to try a blaster shot through the processor. Not now, not ever. Even though she knew that on Earth, a certain species of lizard could loose its tail and regrow another. Even though she had read about how starfishes could loose an arm and an entirely new creature could grow from the lost limb. _Even though_ she knew Sideswipe and Sunstreaker could regenerate because they had twaned sparks that refused to give out while the other still pulsed. Despite all of that, she was not willing to discover the extent of hers. She still felt _pain_ and one demonstration and been enough. And who was to say that if she could recover from a head shot that Optimus's consciousness would recover with hers? What if there was some kind of reboot protocol that scrubbed anomalies away?

Completely unacceptable. All of it.

All the while, her optics jumped from one speaker to the next as she and Prime tried to keep pace with the macho banter that fell on one deaf audio all while trying to gauge what would be the last word that would trigger the shoot out. During the rapid back and forth, Phage had the sudden uneasy feeling that somebody was staring at her. Her optics leapt from the Autobots back to Rumble, but the red Minicon was shouting off typical taunting chatter and not looking her way. It was then that she realized Shrapnel was staring intently in her direction. Their optics caught across the way and held. Intense and silent, Shrapnel was trying to convey some meaning to her. Her optics flashed downwards then back to Phage's. She followed the direction of Shrapnel's gaze and caught sight of each of her slim fingers rubbing against the smooth worn pad of her thumb. A subtle motion that hadn't drawn any other bot's attention during the intense exchange, and one that could have been written off as a nervous tick. Only as Phage stared she realized for every digit that ran across her thumb there was a brief flash of light.

With a speed that foretold her fear that they'd be caught, Phage's optics leapt back up and caught with Shrapnel's. A wild hope bloomed in her chassis that she was desperate to grab at.

 _::Is she offering what I think she is?::_

 _::We have to take the chance.::_

 _::She could be mulling over her allegiances.::_

 _::The Insecticons always were fickle.::_

 _An unseated laughter rung out from Phage's avatar. ::And Rumble was just rambling about making deals with enemies.::_

 _Optimus's avatar glowered with displeasure at the entire situation._

As the desperate conference conveyed between her and Prime, Phage found her lips pulling apart nearly of their own free will. Subtle and silent, she mouthed 'please.'

Shrapnel broke their charged contact and focused across the expanse of bodies before her, leaving Phage and Optimus to grasp at wild variables.

 _::Oh god, do we wait for her signal?::_

 _::Are you willing to take that risk?:: posed Prime._

 _::I have a gun pointed at my head.::_

 _::Given what Rumble was only just offering, I think it likely this is just for show.::_

 _Once again, a harsh humorless laugh burst across the expanse of the mindscape from Phage's avatar. ::Hah! Sure. Let's go with the Decepticon may not shoot us because he has a sliver of a conscious. Or is pretending to at the very least.::_

Around her the mechs prattled on as if they were at some kind of picnic. "I think you need to double check your math, Rumble-" Spike was saying, his voice echoing from the exo-suit with a flanged, synthesized depth before being rudely interrupted.

"I'm _Frenzy_ , meatbag." The purple Minicon snapped off, taking extreme offense as if identifying his brother from himself should have been obvious.

Spike only returned the anger in kind. "I think I'd remember the purple patriotic 'Con that punched me!"

"That was _me_." Rumble snipped.

Spike's exo-suit's head jerked around and gaped at the very red Rumble, then back to Frenzy as the very royal purple Decepticon continued, "Hypocrite peace-talking glitch. Can't even tell the opposition apart."

"Don't listen to them, Spike." Bumblebee interjected. "Nobody can tell them apart."

"Fragger." Frenzy spat.

As with most any other person, Spike did the most predictable thing that most would do when being gaslighted—he snapped. "Shut the fuck up! There's four of us and three of you!"

"Whoa-ho! Where's the peace talk now, Witwicky boy." Shot off Rumble.

Frenzy's grin had never lessened. "You're going to need more than four to deal with us."

"This doesn't have to end in spilt energon, mechs." Intoned Sea Spray's rough garbled voice through the chaos. "Just hand over Phage and we'll go quietly."

"Pft!" Shot off Frenzy. "Quiet my aft. You call blowing a Devastator sized fist in our home quiet."

"Wasn't sure if you'd hear if we rang the doorbell."

"We took her as a medic. We're allowed to do that."

"Pretenses, mechs. Let's cut to the line of-"

Without warning, Shrapnel's electrical field crackled and flared up. Beautiful and deadly lightning arched up her body in bouncing currents to zip up to her crowning antenna. Then, all at once, the Insecticon matriarch discharged the force of her electrical storm through her hand that she shot out in a open palmed toss. The Autobots shouted and scrambled. Bumblebee tackled Spike to the floor. Sea Spray threw himself against the wall and Jetfire followed the veteran's movements, his much larger bulk narrowly avoiding the path of the streaking electrical blue arcs that zapped across the hall. So close that the underside of his left wing was singed. The only one left in the path who couldn't see it coming due to Autobot bodies blocking his view was Frenzy. The minicon took the full force of the lightning lance to the face in a violent bio-mechanical explosion that decimated his optical lens into a shower of a trillion pieces only to allow another opening for the chemical plumes of smoke to pour from his gaping mouth and sockets. When Frenzy hit the floor, he was already a convulsing mess of metal burn and singed nerve-circuits.

The beginnings of Frenzy's name were just ripping from Rumble's throat when it got cut off. Once more, Optimus seized control of Phage's body and struck out with her arms in precise, decisive martial art gestures. Her arms shot upwards in a crossed fashion, catching the gun in the crook and jerking it upward as she shifted to the side. The weapon went off scorching the wall overhead. In the next instance her arms were following through the remainder of the disarming technique with force and assuredly. The familiarity of the disarming technique staggered Phage with how second-nature it was to him. How easy it was to flow with the motions, startle Rumble, overpower him by bending his body against itself and push him to the floor. She ended up on top of the minicon, straddling his waist and jabbing his gun up under his chin.

From his prone position, Rumble gaped stupidly up into the grim face of the femme, mouth pressed to a fine tight frown and those shocking liberty blue optics borrowing through his visor into his own crimson ones. Their faces hovered a hands width apart. "You can tell Megatron that his hospitality has been deplorable." Her optics darkened to a deeper shade of blue, her face twisting further in anger to match the hostile expression. "Also, that he's a shit bartender and he can shove that Decepticon badge right up— _ahem_. I think you grasp the idiom."

 _::Are you censoring me now too!::_

 _::You need to calm down.::_

 _::Oh, this_ _ **is**_ _me calm.::_

Under Prime's directive, she jabbed the end of the barrel harder under Rumble's jaw. Briefly, her optics flickered between Shrapnel, who stood aside with her hands raised before her in a placating gesture of surrender, and the Autobots. "I am leaving."

* * *

Jazz knew the layout of the Decepticon sea base like the back of his hand. It came with the territory of war room meetings and intel debriefings. It was that knowledge that allowed him to easily navigate through the base and find his way quickly and efficiently to the command center.

The automatic doors slide open to permit Jazz entry into the Decepticon command hub. As with the kind of special operations training that came with five million years of experience, Jazz wisely hung back. Pressed into a corner of the door frame, photon blaster held up and at the ready as he strained his hearing into the room beyond.

"-ust admit it TC."

"Frag you."

"Come on! It's so obvious to everyone! You vounch on her behalf. You're taking the time out of your day to help her-"

"Somebody has to act as therapist around here and like Pitt I'd let it be the Combaticons or Constructicons!"

"You could have left it to Hook."

"She doesn't trust Hook. She trusts me."

"Look at you! You're defending her too!"

Realizing that the opening door hadn't given away his position, Jazz chanced a glance into the command hub beyond for visual confirmation of what his audio receptors were telling him. Thundercracker and Skywarp.

Karma was swift and payback was going to be a bitch.

His face screwed up listening to the two Seekers. What the frag were they going on about anyway, he thought, it couldn't have been about Phage, yet she was the only femme on the planet.

"There's something to be said of character for following a code."

"Aww—TC's a white knight."

Deciding that he didn't care about their senseless banter, Jazz chose that moment to cautiously spin out from the frame of the door. Hunkering low to the ground, weapon down, Jazz stealth sped across the open ground to close the distance between himself and the Seekers.

"That role's reserved for Megatron." To which Skywarp snorted derisively, Thundercracker amended with, "I'll admit he's harsh. Someone in his position has to be."

"Quit trying to redirect the conversation."

"I'm not-"

"Is the bug your conjunx endura?" Teased Skywarp then began chortling as Thundercracker tensed at the accusation. "So _scandalous_ , TC. An Insecticon and a Seeker. Are you trying to create the first headline outside of Starscream's latest power grab? Come on, you can tell me. We're wingmates after all."

The blue and grey Seeker turned aside to divert his attention to the sea base's super computer, but the mech wasn't doing anything productive. A long slow grin plucked at the corner of Skywarp's mouth. "Shrapnel and Thundercracker soaring over Vos-"

"Real mature."

"Come on! Tell me what's with you two."

" _Nothing_ is going on."

"Slag its nothing."

The world exploded in a vicious torrent of strobe lights and audio-wrecking noise pollution that rattled their endoskeletons with the bass alone. In the confusion that followed, Jazz descended on the Seekers swiftly and mercilessly. Knowing full well that a grounded Seeker was a worthless Seeker, Jazz sprang lightly into the air to gain the short distance he needed to deal Thundercrakcer a rabbit punch. His cranium crashed forward against the monitor from the force of the strike, shattering the screen as the Seeker rebounded off and dropped to the floor in a heap. Still reeling from the shrieking instrumental music and wondering why his optics were registering that life was snap shotting by, Skywarp was wholly unprepared as Jazz spun about and tackled the current Decepticon of his abject retaliation around the waist. Always a mech of constant motion, Jazz had his photon rifle shoved up at an angle against the mech's backside and fired off a single shot. Skywarp's scream was drowned in the music. And as with his scream, the racket of his body hitting the floor joined with the musical cacophony.

In the next moment, Jazz shut off the music blasting from his speakers and cut the light show. An audio-ringing silence descended the command hub. To anyone that might have heard the racket it could have been written off as an accidental pushing play with the volume too loud.

Eerie in his sudden stillness, Jazz observed his swift handiwork behind the cool blue glow of his angled visor, his mouth a grim pressed frown. He strained his audios to catch any hint that somebody might have been coming to inspect. One spark pulse, ten...

Nothing. No noise but the labored groans of Skywarp as he stirred, slow and painfully to shove his fist into the gaping wound in his chassis in hopes of staunching the loss of energon. The purple and black Seeker tried to stutter something at him. All Jazz saw was his other hand lift shakily off the ground by mere inches and his digits attempt to curl into a fist. The trademark trigger to fire a shot from his arm mounted blaster.

Jazz burst into motion. His leg shot out, his pede forcibly kicking Skywarp's arm aside before he followed up with a swift footwork, switched to the other leg, back again and curb stomped Skywarp's cranium into the floor. The mech's helm crunched under the impact and laid still after that.

A literal rolling force of energy, Jazz flowed with the motion to the console and began tapping away, keystrokes singing their own industrial chord under his determined strokes. Hacking the Decepticon systems was a piece of oil cake when Thundercracker and Skywarp had kindly left themselves logged in for him. Uploading his virus after that was no sweat at all.

* * *

The underwater base's speakers blasted to life.

Phage loved loud music, Optimus did not. But both of them could agree that the volume at which the strains of 'The Touch' by Stan Bush came out of the base's speakers was at obscene, audio-wrecking volume. The Kaonite-Mexican standoff ended with every one of them bending to cover their audio receptors.

Everyone but Rumble. It was just a factor of life with having Frenzy as his brother that sometimes the world just exploded into utter chaos like that. Seizing on his opportunity, he knocked his blaster out from Phage's grasp with a hard shove and followed that up by throwing a hard right hook that caught her across the jaw. Spit flew. Her head snapped around with the momentum, body going slack and off balance. Another opportunity that he quickly seized on to scramble out from under her and catch her with a kick that sent her slamming back against the wall. From his prone position Rumble flipped back up onto his pedes and transformed just one arm into a pile driver. None of the Autobots could stop him as he slammed the floor.

Disassembling cause and effect from one another was a difficult task for Phage after that between the world spinning around her and the ground _rolling_ beneath her. The metal floor snapped underneath her in an effect similar to a human whipping a bed sheet. On the way down she kept going as the sea base's structure ripped itself apart in the initial shockwave. Down Phage fell to the level below. The sensation was similar to when one missed a step on a staircase. And then she hit pipes and got tangled in wires. The pipelines snapped off from the whiplash ripple and wires ripped out of the wall. Phage tumbled, grasping and then clinging to a severed pipe two inches around in diameter before she hit the level below and plunged into freezing salt waters.

The initial shock struck Prime's consciousness hard. Phage's body was much more hypersensitive to sensations than he was use to in his original form. Phage seized control and jerked back up, gasping from the shock. Sitting chest high in another hall that was rapidly flooding. Overhead, shrieking metal rendered the air, twisting, tearing, wailing. Phage's optics jerked upwards and she froze. The engaged column bucked and tore away from the wall. What should have been a powerful support beam bent and tore like paper and came careening down over her. Phage froze up, getting flashback's to the accident in Wheeljack's lab nearly a year prior. Sadly, screaming metal death was a commonplace factor in Optimus Prime's long life. He took control, ducked back into the icy water and pushed off.

Not fast enough.

The column careened and crashed over her. The Touch melded with rendering metal melded with snapping wires and thrashing water. A cacophonous shrieking noise pollution that became an indecipherable mess of just useless sound. Pain shot through her foot and lanced upwards. Breast strokes became a useless endeavor. Twisting around in the water, they found her foot had become trapped under the column and caught up in a mess of tangled wires caught around the broken column, an event that had likely happened on her way down.

The ensuing building pressure within their chassis was a foreign affair to Prime, who had no preliminary idea what it entailed. Phage on the other hand did. They needed air.

She stood on her one good foot and drew breath before diving back under to tackle the twisted mess of wires that held her leg as securely as a fisherman's net. Desperate fingers darted in and tore, tugging and pulling, succeeding in loosening one knot only to tighten another. An old Cybertronian proverb sprung to Prime's mind and rung between the space in her head, _::May your luster never dull and your wires never cross.::_

 _::Not helping!::_

They were both acutely aware of a pressing problem with each rise above water to draw another breath, that the rising water level offered them less and less room. What was once at chest level was now at the shoulder.

 _::Thousands and thousands of gallons pouring in all at once... How much time? Seconds. A minute? Not enough time. Not enough. How long does it take to drown?::_ Her consciousness strained even as their efforts redoubled. :: _They say drowning is the worst death...::_

"Phage!"

She was imagining it. She had to be. Between the renewed vigor of a battle raging a level above and the water rushing in, the distant wailing of the seabase as the structure was buffeted by underwater currents and collapsing under structural duress...

Salt water sprayed her from behind. Phage jerked around and found Sea Spray wading over to her. Her fuel pump soared with relief. An emotion she wore on her sleeve as she reached for the mech.

"God, Sea Spray! Help me! Hurry! My foot! It's my foot!"

His blue hand enveloped hers and closed in a vice like grip. "Hold on, little lady!" Sea Spray said as he closed the distance between them and strained to keep her above water level. Hand grips loosened in the ensuing course of action as Sea Spray threw his shoulder strut against the fallen support column and pushed up. The twisted mass of metal inched and refused to budge, whining in protest against the Autobot's efforts. All the while, Phage had adjusted her hold from his hand to his arm and refused to release her death grip, using him as a lifeline to keep herself above the rising water. Sea Spray tried to ignore the fact that the water line had reached her neck and she was craning to keep herself above water.

The situation slammed the old M.T.O. hard, tripping recall memories from very vicious battles around the Rust Sea on Cybertron. It was hard to forget them when battle and death had marked his activation into life. Names and faces and places flashed across his mindseye, a long list that he did not want to see Phage's name appended to.

"Sea Spray! Sea Spray!"

"Stay calm." He had to shout to be heard, and shout near her audio. Damn Jazz and his music. Communication would be near nonexistent. Of course _Commander_ Jazz had demanded they communicate by Inter Autobot Communication only.

"No!" The femme screamed back at him just to be heard. Her voice reaching him in barely audible strands. "Nonononono! Listen! Listen damn it!" And the hand that held his arm yanked him closer til her mouth was against his audio receptor. "I-" Phage spluttered and gasped to clear the salt water that was pouring into her mouth. "I have Prime!"

"You _**what?**_ "

Behind the visor, Sea Spray's optics doubled and flared. He couldn't have heard that right. His head pivoted around to stare her down and the full faced battle mask retracted. Her optics flashed to the wicked deep scar that marred his face from his left cheekbone down across his lips and over to his chin, then flickered back to his optics.

"I-" More salt water filled the void of her mouth. She choked and spluttered and couldn't get it out. Water levels kept rising. Only her delicate straight edged nose was above the waterline and not for long. Sea Spray grabbed her under the crook of her arm and lifted her up as much as he could. As much as her body was willing to bend in the awkward position.

Phage gasped, face drawn and wane. "Sea Spray!" She spluttered on a cough, "I—I have Op! I—transferred-his spark and jacked his mind! Need-" His mouth fell open in gobsmacked disbelief. Relative to his own, her much smaller hand lifted off his arm and grabbed at his shoulder strut and squeezed. His head inclined, glancing marginally at her hand. The desperation in the squeeze eased to reassurance and became a more familiar sensation that was-

So. Like. Prime.

The femme sprayed salt water to clear her mouth that splattered uselessly across Sea Spray's face. He didn't even register the sensation. Gasping, she rasped shrill and panicky, "Take him! Sea Spray, take his spark!"

Sudden klaxon alarms blared in his processor. His head snapped back to its proper position. "Don't open your chassis!" His grizzled garbled vocal processor peaked on his own adrenaline. "You can't expose a spark to water!"

Quickly, she inhaled sharply just before her head went fully under. The water distorted the light of her optics, beaming bright and wide and fearful. He couldn't pull her up any farther. They both knew that.

Her death hold on the fine edges of his armor let off and her hand slipped under the water. She turned away from him and tackled the wires entrapping her leg.

With renewed determination, Sea Spray threw his back into the effort of lifting the column, all the while sending one desperate message after another to the extraction team. He didn't _dare_ relate what Phage had just told him. He was old and wise enough to know that. That kind of information you relied in person and not over any kind of communication equipment. He only sent three words: Andromeda was chained.

And he sent that over and over.

Drowning was a concept familiar to both humans and Cybertronians, if the means were slightly different it was fundamentally eerily the same. It was just rare to hear of it happening on Cybertron _before_ the Simanzi Massacre and subsequent Forced Flood. Drowning meant a compromised chassis. _I can't make it back._ Flooded air intakes. _No air._ Drowning meant water compromise to the spark chamber. Radical reactions. Plasma burst. Internal superheating. Melted internals. System failure catastrophic. Spark burst. _Heart burst._ Melting from the inside out.

Sea Spray had seen it all before.

Abandoning trying to free her leg of the wires, Phage and Prime lent their strength to aid Sea Spray to shift the column wreckage. The awkward position she had to bend to do it limited her ability to assist as she tried to push up.

"Ill get you out, Phage!"

Sea Spray's shouting was a distant, distorted affair. Beneath the water, sound was distorted. The Touch was a distant noise. The rapid pounding of her fuel pump was closer. Thundering away in her inner ear like a horrid drumbeat. More immediately, she could hear every thrash and whirl of Sea Spray's internals and the still unfamiliar thrum of her own spark core, rapid and unusual in its pace for the dual sparks she housed. Rapidly spinning, each fighting the other like dual collapsing stars attempting to resist the pull of the gravity well of each other and failing.

 _::I never thought I would die like this!::_

 _::Neither did I.:: There was a note of calm finality to his thought. A regal acceptance that brought to mind the image of lords and kings knowing their end and greeting it like an old friend. ::Phage, if it ends here—like this- know that you went above and beyond what was called for.::_

 _::Don't.::_

 _::Alo Ata...::_ The tears that sprang to her optics seamlessly washed away with the currents as one and the same. _::Et endura eyoto etu.::_

 _::Why did you have to wait until_ _ **now**_ _to tell me that! When our lives are in danger!::_

 _::I told you years ago. When you were still human.:: A shameful bashfulness spilled over from the thoughts. ::You did not speak Cybertronian then.::_

Adrenaline and desperation pooled in her breast to become a compressed point to fuel her sudden flare of anger. Her optics flared to an acidic green, the ill color illuminated off the water. _::You coward!::_ She seized on the hot emotion to shove aside everything else. The energon hue between the seams of her armor drained and changed to green.

 _Optimus Prime's avatar stared sadly at her in the Infraspace, but the emotion in his optics shifted several times over as he observed her avatar echo the change her physical body portrayed. His battlemask was inched down indicating his mouth had opened but no thought was immediately forthcoming. She missed how his cranium suddenly inclined in the way that it did when he was picking up a transmission. Oblivious, in her anger, that he couldn't possibly be receiving a transmission at all. He abandoned what he was going to say and asked instead,_ ::What **_is_ **that?:: _He struggled to find the right words to express what it was he was seeking. ::It feels like a faulty connection.::_

 _Her temper peaked again, and again Optimus's head inclined in the other direction, optics scanning the undersea and seeing nothing but the dark._

 _::What are you talking about. No, no just stop thinking.:: She grit. ::Need the air.::_

Conceding to her wisdom but slow to give up on the familiar sensation, his determination pooled jointly with hers in cooperative unison and together they heaved against the column with Sea Spray, and felt it shift and inch.


	11. Revelations

**Authors Notes:**

 _Megatron kidnapped me!_ He has held this chapter _and all other rough drafted chapters for my other fics and this one!,_ hostage until it reflected a better quality on his behalf. He was disgruntled with the continuity of the fool's act in not seeing through Phage's deceit and demanded I fix it. I tried to argue with him, but he would not hear me out. And then Soundwave cut in to tell me he would never withhold information from Megatron. (Me: flips imaginary table) So, I had to bend to him and rewrite the majority of the Decepticon opening scene to reflect the new direction. I refuse to admit to him that this new scene, which was suppose to be later, is the better direction. But the smug glitch knows, as if he needed to hear me say the words. To compound matters, this particular chapter took so long to get out due to length and creative issues. It was pushing 28 pages with no intent of slowing down by the time I threw my hands up. I was done editing it. So I compromised and cut the chapter roughly in half.

Now I would like to give a shout out to say thank you to **Zodiac-Kueen, DarkFlame98, Whowantsout, ToriPrime, and kimmay94** for favoriting and following Resonance! Apologies if I forgot anyone!

 _Review Responses_

 **Laurenthalas** \- Thank you for the compliment for the intensity of last chapter's underwater scene. I was trying my best on that! And lol! No, you did not imagine it, last chapter might have been a little on the shorter side! ;D

 **wolf girl811** \- Hahah! Yeah, I feel like Megatron has very little patience when it comes to Starscream. And I am glad I can make people giggle over my banter. Mission success. Also, yeeess! TC and Shrapnel are an item. It will show more in later chapters. Shrapnel snuck into this fanfic last minute but I love how she's changing scenes in subtle ways. I was trying to hint last chapter that TC was the nice mech that was willing to listen to Shrapnel as an impromptu psychiatrist, but the other Cons, such as Skywarp, are teasing TC that it's more than that. It is, but they're trying to keep it low key. My reasoning behind their desire to keep their relationship low key has to do with the tension between the Insecticons and Decepticons, and the general racism...altism? that vehicular alt-mode based Cybertronians have towards bestial alts. So there's also that against Shrapnel. But trust me, there is so much more to Shrapnel than what everyone's seeing. She's a hell of a lot more crafty than everyone's giving her credit for and it's a little intimidating. I keep seeing her as a smoother, craftier Starscream...or a chip off of Cersei from Game of Thrones. More of that will be seen in the next few chapters.

 **SunnySides** \- I would love it if this were animated. Alas, I know no one who would do such a thing for me. I myself could draw it out in comic format when/if I get the time! Should I, I'll let everyone know! As for referencing Ready Player One for Optimus's changing cityscape, no. I have not seen that movie actually. Saw some trailers but that was it. I had no idea the city does that in that movie!

 **Tennoda** \- I always have the dumbest grin on my face reading your reviews! I would love to draw out Optimus and Phage's mindscape scenes! What has me hung up is Optimus's Cybertronian code script. O_o I feel like I would have to brush up on Cybertronian language so it wouldn't be random alphabetical letters and numbers strung together...although, to be honest, it would be best to do that for my sanity's sake. Actually, maybe that's what I should do for the cover for this story! And le gasp! Kill off Sea Spray just because he knows? That sounds like lazy story writing to me. Sea Spray may have snuck in this fanfic same as Shrapnel, but I love what I've done with the character and his future story arc too much to be so cruel.

 **Whowantsout** \- Thank you for the compliment! Trying to balance out Megatron and Starscream's relationship is rewarding and frustrating all at once. Like you said, I couldn't see him constantly crushing Starscream like in the old cartoon shows. I don't see how he would have ever made it as a long competent leader like that for five million years. And with the new backstory we have from all the different comic book story arcs, Starscream once hero worshiped Megatron, so there had to be reason for it. All in all, I am trying to make their personalities stand, while trying to keep in mind there is millions of years worth of history between them standing behind their actions. What once may have been a beneficial relationship has long long since soured, and yet Starscream is like one of Megatron's last best friends that makes points. I guess to sum up what I'm trying to say, they are rivals that push each other forward.

* * *

"Elementary, my dear Watson."

-Sherlock

* * *

 **MEGATRON AND SOUNDWAVE, HIGHER LEVEL**

A scowl had become permanently engraved on Megatron's stern countenance whilst Soundwave and he stormed the halls.

Backup be damned, Megatron thought, provided he even needed any assistance in rousting the Autobot extraction in the next two breems. Certainly he could handle one minibot, a traitor, the sea scout annoyance and a human in a cold frame. Even buzzed as he was, dealing with the lot would have been amateur hour at the gladiatorial Pitts of Kaon.

Megatron took the next corner sharply and spied an open door to an emergency stairwell to his right. Grim determination etched deeper lines onto his features as he prepared to charge forward. Ready for the impending fight, his fusion cannon whined ominously, soft pink light emanating from the depths of the black barrel.

Every muscle cable in his frame seized up when Soundwave abruptly skidded to a halt behind him, bent double over, grabbed at his helm and _screamed_.

Megatron's pedes screeched across the pristine flooring as he reigned back and whipped around. The scream was abrupt and short lived, choked off by the Communications Officer as he caught himself and struggled to internalize the pain. The blue mech's body trembled violently in the throes of the unseen threat.

It was simple deduction what was afflicting the mech. Yet still, Megatron called back tentatively to the Communications Officer, raspy voice riddled with genuine concern. "Soundwave?"

Soundwave's digits strained against his helm. The whole of his frame remained tense as the shaking transitioned gradually into an occasional jerky motion.

"Frenzy-" Soundwave strained to say, his unique harmonized vocals pitching wildly, "- _terminated_."

"How?" Demanded Megatron curtly. His thick white optical ridges jumped up so high that they nearly disappeared under his helm. "Soundwave, _how_?"

Struggling through his severed bond with his cassette partner, Soundwave pried his trembling servos from his helm and tried to straighten his posture to address Megatron properly. Instead, another wrack of pain dropped Soundwave to his knees. One of his blue servo's flew out to catch himself before he kissed the floor, while the other wrapped around his midsection.

Wracked with indecision, Megatron hung back. His attention drifted to the emergency stairwell and back to Soundwave. The decision should not have been the hardest to make. Securing Phage ensured that he would learn the location of the Matrix swiftly and without delay and thus swoop the Autobots under his control with little difficulty, whereas Soundwave was dealing with a personal matter. He would survive, but...

Three long strides carried him to Soundwave's side. He knelt beside him and assisted the mech to his pedes, supporting the majority of his weight as Soundwave's limbs sporadically jerked with his phantom affliction. Quickly, Megatron guided Soundwave to the nearest wall and settled him against it. He dropped fluidly before him, one hand pressed firmly against Soundwave's shoulder strut to keep him propped up. The light of Soundwave's optics illuminated his visor only by a tight beam of light. Shakily, his hand came up and clasped Megatron's forearm in a firm grip.

"Go." Strained Soundwave's flanged vocals. "If Phage escapes-"

" _If_." Megatron interrupted, arresting Soundwave to silence. "I have taken the Matrix from Optimus Prime _himself_ , Soundwave, a shameful number of times since our Reactivation. You _know_ this." A flicker of a faint smile tugged at Megatron's mouth but never fully materialized.

A splutter of a chortle spilled pass Soundwave's vocal processor. With a dull thud, his cranium hit the wall. He joined in the rare levity Megatron had begun and offered up next, "Optimus Prime had become lax."

"No." Megatron's mouth smoothed back into its characteristic grimace. "Not lax. He had grown, dare I say, _apathetic_."

Rather than comment further on Megatron's atyptical musings, Soundwave tried to push him away, saying tiredly. "You need to go." Megatron's optical ridges dropped to their standard 'v' and he added quickly. "I'll be right behind you."

The Decepticon Commander's cranium canted to a slight degree, one optical ridge rising in disbelief at the bold faced lie born of false commitment. He pulled air in through his olfactory and pushed it out just as noisily.

"The Matrix will turn up eventually." The smile from before finally materialized but never reached his optics. Abruptly, Megatron gave a small flippant shrug of one shoulder strut. "I am, if anything, patient. Catch yourself, old friend." After a brief respite, he added softly, "Frenzy's termination must have been terrible."

Soundwave's cranium lulled to the side. The light behind his visor darkened to nothing before illuminating faintly. "Excruciating." He labored to vocalize. "Observation: emotional back-feed reminiscent of shock from psycho-probe."

Megatron patted his shoulder strut, crimson optics drifting back towards the emergency exit. "Take your time, Soundwave. I can handle this minor setback."

As he moved to stand, Soundwave's chassis swelled with pride. Drawing in air through his vents, Soundwave braced himself mentally to stand and follow and immediately regretted his decision. He could not rise more than an inch before his muscle cables were shocked through. He quickly concluded it would be best to ride out the phantom fire lashing his sensors before he could follow Megatron.

Cycling air heavily through his vents he glanced up towards Megatron and caught his guarded gaze that borrowed into him, searching for something, and at last finding it when Soundwave could not rise he went to pull away.

A rare strain of panic gripped Soundwave's spark and would not let go.

He looked weak before his lord and friend. How was he going to fix this? He had messed up at the bar-

A thought suddenly struck Soundwave.

His servo lashed out and caught Megatron's wrist. Urgently, he pulled him back down to his level and said swiftly. "Megatron! Something's _amiss_ with subject Phage."

Megatron's thick optical ridges slid to join together in the midst of his forehead. "Do not keep me in suspense, Soundwave. There are Autobots I have to dispense with."

Soundwave's muscle cables jerked and twitched sporadically as he strained to elaborate. "Analysis: subject's mental patterns are _off_. I detected it at the Bar. I _keep_ picking up on her altered patterns. Findings: inconclusive. Too much mental chatter between her and me. Requisition: require one-on-one session to uncover truth."

"You were acting distracted in the hall." Reflected Megatron quietly. "You kept glancing back towards the hab-suites."

Soundwave tried to nod fervently but it came out in a curt nod. "Confession: subject Phage slipped pass me because I was distracted by the detection of the anomaly. Observation: Her imprinted personality weave has changed _drastically_ from when last I touched minds with her. Drastic shifts in mental patterns just— _do not_ happen. Not without severe trauma."

"Optimus Prime is terminated."

"No." Soundwave insisted. "Her weave has not changed due to grief." The small revelation gained Megatron's full attention. The entirety of Megatron's harsh features crumpled into hard stone curiosity. "Suggestion: tampering."

Megatron's crimson optics widened at the intel and then narrowed. "Are you implying _recent_ mnemosurgery? That's _impossible_. We dealt with Bombshell solar cycles ago. The only one left active who remotely understands the science is Ratchet. The Autobot would not-" Megatron cut himself off mid-sentence. His thick optical ridges shot up high on his forehead as his crimson optics glowed with fierce intensity.

"She's training under Ratchet." He breathed.

His optics doubled in size. A singular word scrapped on the way out of his vocal processor in a long, low heated hiss reminiscent of steam escaping from cracks in the earth. " _Trojan_."

Soundwave fell silent, a creeping sense of self concern worming through his systems as he observed the series of stunned revelations that rapidly crossed Megatron's face.

Despite the full faced battlemask, Soundwave still managed to give Megatron a silent beleaguered stare by canting his cranium to an angle and adjusting the vibrancy of his visor to a lower luminosity.

The thousand yard stare dissipated from the silver mech's crimson optics and refocused on Soundwave. Megatron breathed, "Eti hos et."

Bewildered by Megatron's personal revelation, Soundwave just kept staring.

A sudden near wild gleam stole over Megatron's stern features. His black digits dug into Soundwave's shoulder strut as he fixed the Communication Officer with an intense stare.

"At the bar," Megatron said in a rush, "She said- _-It is_ **I** _._ The femme was making no sense and I was so blinded by trying to obtain the Matrix-"

A second revelation struck the Decepticon Commander like a bomb. The radiant affects illuminated the whole of his severe features in a post nuclear glow. Both his servos came up and clasped either side of Soundwave's helm and dug in. They were so close, Megatron's sudden half wild expression was reflected in Soundwave's visor.

"She has _Optimus Prime!_ "

Once he spoke the words aloud everything clicked together like build and play factory parts. Tearing away the sheer veil from Phage's flimsy deception dropped the ground out from under his pedes.

Self deception tried to cloud his judgement. He had terminated Optimus Prime with his bare servos. Accomplished what he had failed to do for millions of years... Except he had thought the same before, and time and again Optimus Prime had found a way to deceive him. Time and again when he thought he had broken, felled, slain, and annihilated the Prime, the infallible Autobot leader had always managed to find some sly way to escape his fate by the thinnest of cables. Now there was the android Phage...who had demanded belligerently during their discussion to be returned to the Autobots. Who had dared to lie to his face, despite her abysmal tells, to deny she had the Matrix or anything else he would want to ensure her speedy return. A poor desperate gamble on her behalf, he now realized- _because she was hoarding Optimus Prime._

The revelation drove Megatron straight to the bare limits of rationale. He had never been a step ahead of Optimus Prime's own game. The train of thoughts that came screaming back to him from his brain module now was _how did she_ **have** _Prime_. _How_.

He was oblivious to his own heavy breathing as he reviewed over the day's events, overturning every memory and triple examining it with prejudiced scrutiny. Alone in Soundwave's trusted company, Megatron rambled off his thoughts unedited.

"The way she was pacing in her cell- _Just like Prime!_ The way she has been conducting herself, her laspe in speech- _Just. Like. Prime!_ "

The ambiance of the seabase fell away under the rush of his fuel pump thundering in his inner audios.

"When she punched the wall of her cell she restrained herself, a restraint that Optimus would exhibit! When Rumble and Frenzy recounted how she dealt with Motormaster, they said she had struck him with Optimus's signature move! The knowledge she had at the bar was not from studies- _it came from Prime!_ This whole time I thought she was trying to mimic the symptoms of phase rot but the femme is actually showing signs for a cortical psychic patch!"

During his rant, Megatron repeatedly shook Soundwave as the wild gleam in his optics quickly morphed into something bordering feral.

"Phage doesn't have the Matrix!" Megatron snarled, once again shaking Soundwave for emphasis. "The spitfire has _Optimus Prime_! _That's_ what she was hiding from me!"

"I-" began Soundwave uncertainly, "...will require the subject alone to delve into her weave."

Megatron stared at him as if he was a foreign thing. Then snarled viciously, "I do not require secondary validation. Her actions speak loud enou-!"

Another revelation came up on the heels of the last and hit him hard. Skywarp had said something about the Matrix-!

"Megatron?"

The Decepticon Commander's processor reeled as he strung out the day's memories again and turned them inside out, examining everything over with his new information. Triple examining Phage's activities and slicing down a list of possibilities until only the truth could remain. Thundercracker and Skywarp had confirmed she was radiating Matrix energy. His own sensors confirmed their findings. She had tried to say it was from being exposed to the radiation of Prime's spark extinguishing...except that he had picked up on her tell when she had lied about that at the bar too. He had thought she was lying because she _had_ the Matrix. Except she had been unable to provide the Matrix when he threatened the lives of her cousin and the Autobots. The only conclusion remaining of _what_ she could have come into contact with and _lied_ about doubled back around to the matter of the radiation of Prime's spark _extinguishing._

 _Except Phage is Ratchet's medical assistant._

Megatron was familiar with a wide array of medical procedures. He had to be informed so he could be aware to any underhanded attempts on his life. In that regard, there was a standard medical procedure to follow when attempting to stabilize a Cybertronian. Phage would have had to abide by it if she stood any chance in her task to save Prime. It was simple reasoning that since she had failed to stabilize Optimus Prime on the battlefield she would have had to move on to the fail-safe measures-spark extraction and a cortical psyche patch. Standard preventive measures to ensure the survival of the patient and prevention of data corruption, an option usually reserved for high ranking personnel.

Except it was usually done in a repair bay with proper equipment. Failing that...the android had jury-rigged herself as a carrier.

Thereby the only logical conclusion remaining was that Phage had come into contact with Matrix energy because she _had_ Optimus Prime's spark as well. A spark that had bathed in the Matrix's light for nine million years.

Air rushed in and out of Megatron's systems as the wild gleam turned predatory. Denta flashing in a snarl, the Decepticon Commander's fierce crimson optics leapt to the emergency stairwell. With a sudden burst of frenzied energy, Megatron roughly discarded Soundwave and stormed for the quickest route that would expedite him towards the android.

 _Trojan. Virus. Payload._ _Carrier- **Phage**._

The meaning of Alicean Witwicky's Cybertronian name taunted him over and over again.

He was so blinded by his renewed rush to secure Phage that he nearly collided with Rumble and Shrapnel as they flew up out of the stairwell. Rumble was at the forefront carrying Frenzy's charred gunmetal gray frame in his arms bridal style and screaming more than arguing with Shrapnel as she secured the rear of their retreat.

For the second time Megatron had to quickly reign his energy back before vaulting himself over the railing and atop of the two Decepticons flying up. Teetering on super charged adrenaline, he waited on shreds of patience as first Rumble alighted on the top stairwell followed by Shrapnel who descended with the pose and grace of a Seeker. Before the two had even landed he was being bombarded by an internal matter.

" _She_ terminated Frenzy!" Near hysteric and shrieking, Rumble jabbed his cranium in the direction of the femme. "Destroy the bug, Boss! Or let _me_!" Rumble's whole frame was trembling with his rage. "Or—or _Soundwave_! I want _energon_!"

Furiously shaking her cranium in the negative, Shrapnel adamantly expounded her account of events. "I have told the minicon repeatedly, I was aiming for the wretched Autobots! _...Autobots!...Autobots!_ It is hardly my fault they leapt out of the way! Frenzy's reaction time was poor _...couldn't see around the large flyer's thick frame...wide frame...large wings..._ "

A stress tick set off under his right optic nanoklicks before he bellowed, " ** _Out of my way!_** "

Rumble gaped after him as he shoved his way pass the red minicon and the grey and purple femme. He griped the railing, ready to fling himself over and drop to the lower level he required.

"The ungrateful Insecticon murdered _Frenzy_!"

With frightening speed for a mech his size, Megatron whirled back around. "Just get him the meta-synth, Rumble! I have no time!"

"But-this is _Frenzy_ we're talking about!"

 _"I. Will. Deal. With. This. Matter. Later."_ Growled Megatron through clenched denta.

"But-"

 **"Later!"** His voice thundered in the tight space and echoed down the shaft and into the hall. "Put his frame aside and the two of you accompany me! Phage has to be secured!"

Abruptly, the sea base's speaker system began blasting the high pitched crooning of the Earth singer Stan Bush. The gathered Decepticons ceased mid action, hands flying to cover their audio receptors as they bent double over. Gradually, Megatron was the first to recover from the noise pollution and cast a dark glare in the direction of the sea base's internal speaker system embedded in the ceiling overhead.

Megatron's mouth moved, miming a singular word darkly that was lost under the unrelenting roar of 'The Touch.' Quickly, Megatron attempted to access the inter-Decepticon communication channels and found interference across all frequencies. Glaring vehemently towards the speaker system, the warlord's denta ground together in a vicious snarl.

Whirling around on the ball of his heel to face Soundwave, he tapped his cranium. In the soundless communique, meaning was understood.

Shakily, Soundwave nodded. Permission had been given. Extending his telepathic abilities outward to peer into a processor he rarely gleamed, Soundwave brushed the mere surface thoughts of his age old friend. One word was heard.

 _::Maestro.::_

Soundwave's visor flared and dimmed before he nodded along in agreement. _:What is your command, Lord Megatron?:_

Megatron ground his denta together, eons old military processor firing off at rapid pace. Soundwave found the inside glance at his old friend's cerebral thinking patterns a brutal and efficient masterwork of art at play.

 _::The Autobot Jazz is nothing more than a diversionary tactic to scatter our forces and make us thin. He is trying to make us run which ever way he pleases-the Aerialbots, now this.::_

Once Soundwave oversaw that Frenzy's frame was safe as could be, he climbed uneasily to his pedes and waited patiently on Megatron's command.

 _::But neither can we allow any Autobot to maintain control over our network. Soundwave, I need you to confront Autobot Jazz, roust him from his position and reclaim the Cradle. More importantly, I_ **need** _you to act as our impromtu comm-lines while this racket persists. Given Frenzy's termination, can you handle the task?::_

Soundwave was glad for the privacy of their telepathic conversation. The last question would have been humiliating if anyone had heard. He was wounded on a level few could understand, not crippled.

There was no hesitance from Soundwave. In their brushing psyches, Megatron only Sensed a cold fury. _::Affirmative.::_

 _::Excellent. Keep everyone informed and send every Decepticon not yet out of the Repair Bay to my location to repeal the attackers. Maestro thinks he can hack our comm-lines and systems, then he's forgotten you, old friend.::_ Megatron gestured down the way. _::Go.::_

Soundwave took off down the hallway at a run, expanding his telepathy to its capacity.

Megatron was already gesticulating towards the remainder of his usual entourage plus the Insecticon femme to follow his lead. :Rumble, Shrapnel, with me.:

Better to keep allies close and potential traitors even closer.

Without awaiting acknowledgment Megatron launched himself over the railing. Even if Soundwave had yet to waylay the command, the hand gestures should have been enough indication. If the two failed to understand that, than he needed better warriors.

His fall was swift and his landing was masked at the last moment as he activated his flight drive. For a priceless moment he hovered inches above the floor, touched down quietly, and proceeded to stalk his way into the as yet un-flooded hab-suite level. Every circuit of his frame reflected the cold predator that he had become.

Not far behind, his short range sensors detected Rumble and Shrapnel bringing up the rear, mimicking his every step.

* * *

When Soundwave opened his telepathic senses across the board he was bombarded with every mech's private thoughts as though he had gone from a soundproof room to a crowded busy city street with everyone talking all at once to themselves. He was drowning in the voices of a constant crowd, each one vocalizing their private disgruntles, deepest fears and personal thoughts all at once. Nobody was listening to anyone else, nobody but Soundwave. It was all for him to hear and him alone. Soundwave hated the chaos of it all. The disorder. The _noise_.

But his invaluable talent had served him well over the ages.

Balancing orders and questions from thirty-plus Decepticons was not an easy task. It was a rare occurrence that a situation arose that required him to operate like this. It had always been reverse, a more direct isolated controlled use of his abilities. It had always been orders from Megatron and relay them to select individual leaders of armies or captains of squadrons. Or zero in his talent on one individual to gleam their thoughts, or manipulate their processes. Soundwave had never been the leader receiving the orders and relaying them directly into the minds of the troops. He had honed his abilities for selective use. Not mass communique.

It may have sounded contradictive given his function as communications Officer, but that position did cover a wide field of areas. There was a reason he was Sound _wave_. Not plural. Singular.

 _::Decepticons: situation! Soundwave: solution.::_

 _All at once, the cacophonous crowd fell into sweet silence. The quiet did not last long._

 _Ah, Pitt._ Came Swindle's disgruntled thought.

 _What's going on?_ Followed Thrust's thought right on top of Swindle's. _How am I picking up Soundwave's communique? All the frequencies are jammed._

Amid the rushing avalanche of thoughts, Starscream's distinct tone stood out above the others. _Of course Lord Megatron would use your_ **invaluable** _skills for this delicate situation._

 _Orders, Soundwave._ Piling up right on top of the others came Onslaught, leader of the Combaticons, terse thought.

Soundwave's pedes pounded the floor, silently hating the damn blasted Autobot saboteur for forcing him into the spotlight of events, for hijacking the Cradle, and for current events in general.

 _::All available units converge on Megatron's position on the fifth floor, east wing, hab-suites to repeal Autobot extraction forces.::_

 _Starscream already requested us to engage against the Aerialbots._ Intoned Onslaught's rigid response.

 _Is anybody else hearing this or is it just me?_ And there again was the clueless Thrust.

 _Curse Thundercracker and Skywarp for not answering my call!_ Seethed Starscream. _Now I'm stuck with the conehead rookies! If I had thought ahead, I could have ordered them to switch shifts-_

He would never admit it, but Starscream's last thought gave him the notion to shift through the barrage of unique thought patterns to pick out Thundercracker and Skywarp's. The two Seekers had spoken to Megatron and he just minutes before. Jazz could have hijacked their systems from a terminal somewhere in the base, but it was more likely he had headed directly for the command hub.

A small trickle of fear began to pool in his chassis at the germination of Jazz's lethal effectiveness.

Quickly Soundwave filtered the cascade of thoughts through his mental sieve, a natural ability as basic as Ravage sniffing out unique smells. The longer he had to sort, Soundwave grew more desperate to pick up on either Seeker's unique mental patterns. Locating either Seeker was proving to be more difficult than it should have been. Soundwave began to fear the worst when he finally found Skywarp's thought patterns among the mass.

There was something amiss with the patterns. Skywarp's was uncharacteristically cold and distant and, above else, distorted as thought patterns normally became when a mech was on the verge recharge. As Soundwave Reached with his telepathy to touch on Skywarp's brain module, everything became horribly clear.

Shrieking of metal rendered the hallways as Soundwave pulled up short, stopped dead in his tracks by the long, low mental wails of Skywarp's thoughts. The painted hues were desperate and bordering on panic with the trim edged in hate. The underlying data to the patterns told him everything he needed. Skywarp was damaged. The Seeker's self diagnose was critical. The purple Seeker's thoughts were disjointed, broken words—beginning one thing and tapering off as his brain module struggled to remain online for fear that falling into the darkness that stalked his weakening thoughts would never release him.

Soundwave knew Skywarp's fear was not misplaced.

It was not the first time Soundwave had Touched on a brain module as it spluttered along, struggling for life even as it flatlined. He had just endured Frenzy's termination, and was now Touching on another comrade that he was not even symbioted with. Skywarp, the pain in the aft pretty-faced mech that kept everyone on their pedes with his pranks. Skywarp, whose boundless humor could get the worse of them to crack a grin and lift their spirits when everything else was down. Skywarp the loyalist. Skywarp, youngest of the old generation of Decepticons.

Pitts if he was going to allow Skywarp to slip away.

Soundwave drew his sonic blaster from subspace and resumed running, straining his muscle cables to carry him to the Cradle as quickly as possible. He strained to disperse orders from Megatron to the Decepticons, relay replies back to the correct individuals, all while trying to focus on Skywarp's spluttering thoughts and prop up the Seeker's resolve to live.

His attention to detail began to slip as Soundwave levied more focus than he could spare onto the Seeker, desperate to loan him the mental will needed to hang on a little longer.

It was only once he was nearing the Cradle that Soundwave realized he should have scanned for Jazz's mental patterns. He gave brief consideration to tap the Autobot's thought patterns to discern his plans, and quickly decided against. The briefest slip in attention over Skywarp's fading patterns could be the last for the Seeker. At the cost of preemptive knowledge against Jazz, Soundwave chose to maintain diligence over the ailing Skywarp.

Nearly upon the Cradle, Soundwave checked his speed and depressed the release button on his shoulder strut and unleashed his remaining cassettes: Ravage, Laserbeak and Buzzsaw.

No sooner had Laserbeak and Buzzsaw been unleashed, transforming mid-eject and taking flight, than they cawed their displeasure at the noise pollution overhead. Their caws went unheard, lost in the racket. Annoyed, the two Cybertronian avians circled over Soundwave's cranium. Meanwhile, Ravage had no sooner gained his sleek panther alt than he began hissing and pawing at his audio receptors.

In curt agitated motions, Soundwave gestured towards his cassettes to follow him into the Cradle. He made sure they had view of his sonic blaster gun to get the point across that danger was ahead. Operating as one, they stalked forward, silent and lethal.

As the doors to the Cradle drew open, Soundwave rushed forward, sonic blaster at the ready. Ravage surged ahead on his left and Laserbeak and Buzzsaw swooped in overhead. Soundwave moved in, scanned around the command center and lowered his gun as Ravage skirted to a halt ahead, panther head swinging side to side to account for his surroundings. Laserbeak and Buzzsaw diverted in mirror arcs and circled the high vaulted room.

The command center was devoid of any Autobot. The only trail Jazz had left behind of his presence was Thundercracker and Skywarp on the floor, tire marks burnt into the polished floor, the stench of burnt rubber, spilt energon, and electrical burn in his wake. Following the tire trail, Soundwave's attention swung to the left where he caught the tail end of the entry doors closing. The vibrancy of his visor dimmed to reflect his glare behind the glass.

 _::Should we follow him?::_ Purposed Ravage as he drew low to the ground, body tensing to break into a run, claws flexing and drawing thin marks on the flooring.

 _::No. Protect the Cradle. Guard my back as I fix the damage he's wrought.::_

With little further ado, Soundwave subspaced his sonic blaster and threw himself in the direction of the fallen Skywarp and Thundercracker. Utilizing his telepathic gift, he jerked Thundercracker out of his stupor with a telepathic kick. The large blue Seeker came online with a jolt, optics flaring and then flinching. His derma moved to mouth _where_ but even Thundercracker's deep resonating vocals were drowned under the audio-wrecking volume that Jazz's soundtrack was playing at.

The disoriented Seeker's servos flew up to cover his audios, leaving Soundwave privy to the string of curses and discontent spewing through Thundercracker's brain module.

 _Of all the Pitt spawned foolish pranks—I've a pounding processor ache and Skywarp goes and does this!_

 _::Correction.::_ Interceded Soundwave as he turned his attentions to Skywarp. : _:Skywarp innocent. Autobot Jazz guilty.::_

 _Gingerly feeling out the sizable dent on the back of his helm, Thundercracker glared up at Soundwave. ::Did you say Jazz? How the Pitt did he make it all the way here without us picking up on his energy signature?::_

At last, Thundercracker's attention dropped from the Communications Officer to observe what he was doing and finally registered that Skywarp was leaking out not more than an arm's reach away. Shock and fear played out on equal parts of Thundercracker's face as he dragged himself forward to lean over Skywarp as Soundwave inspected him over. He grimaced over the damage, a crunched helm and a hole blasted clean through Skywarp's midsection. He had his fist shoved in the hole in an attempt to staunch the leaking.

 _::Will he make it?::_

Soundwave Sensed the genuine worry that painted the thought.

Thundercracker's shock gave out to disbelief as Skywarp stirred under Soundwave's questing digits. The purple Seeker's derma parted in what could have only been a groan lost under the noise pollution, before his optical lids cracked open to permit a thin sliver of weak red light. His grey derma twitched and fluttered in an attempt at movement, but whatever the message was lost.

Soundwave found and triggered the release of one of Skywarp's subspace pockets. Tumbling into Soundwave's waiting palm was a long smooth grey cylinder with the top popped off. If Soundwave was displeased by the empty contents, his full face mask did not betray his frustration. Instead, he swiveled on his heels to address the gaping Thundercracker.

 _::Do you have a canister left?::_

Thundercracker's attention shot up to the blue Communications' Officer. _::Some.::_ Thundercracker admitted _. ::Not enough for that kind of damage.:_ :

Soundwave thrust his hand open palmed towards Thundercracker, digits curling once in a 'give me' gesture. Without hesitation, Thundercrakcer scrambled to produce an identical canister from his subspace pocket and handed it off. Deftly, Soundwave twisted the top off and poured the remaining contents on the open back damage. A thick mercurial substance flowed out from the canister. The substance pooled across Skywarp's damage, expanded, and dissolved into his infrastructure. As it dissipated both mechs waited anxiously, Thundercracker with blatant awe, as Skywarp's self repair nanites reconstructed the damage at an accelerated pace. Miniature, fragile skeletal structures rushed to build itself up, at the first of no real significance, shape or design, but as more and more appeared, built, and stretched, it soon became clear that his internals were replicating the damaged or outright destroyed pieces. Soon, the back plating was closing over.

 _::That never gets boring.::_ Gushed Thunderckracker's relieved thoughts.

But only minor relief flooded Skywarp's visage.

Quickly, Soundwave gathered Skywarp in his arms and stood. Thundecracker rose with him, towering over the mech at full height, and took his trine brother as he was traded off.

 _::Thundercracker: will get him to the repair bay for full repairs.::_

Thundercracker did not argue. Igniting his thrusters, he flew out of the Cradle and maneuvered with utmost skill through the wide open halls to reach the repair bay quick as he could.

Alone except for his cassettes, Soundwave turned and launched himself at the controls, determined to wrest control back of their internal systems from Jazz's virus. It escaped his divided attention to alert Starscream of Megatron to the veternan Seekers situation.

* * *

 **FLOODING HALL, LOWER HABITATION SUITES**

Phage pried at the multi-colored mess of wires that had her leg caught. Even if— _when_ , Phage quickly corrected the thought— _when_ Sea Spray moved the pillar, she had to still deal with the wires.

 _I have to get out!_ Phage tried not to think it but did anyway, the words and the animalistic drive swelling up in her, burning in her chassis and making a brand in her mindseye. Then quickly corrected, _We have to escape!_

 _She had to escape the Gordian Knot._

Her digits stalled, optics flaring in the moment of serendipity.

 _Gordian Knot!_

Her cranium snapped around, optics swiveling. Optimus's consciousness stirred within her brain module, questioning her revelation and the minimal underlying data that had mentioned something of a time from Earth's antiquity.

 _::Gordian Knot?::_

 _Where is-Ha! Ahahahahah!_

Hardly the first time he had heard it, Optimus's avatar still flinched in the mindscape, optics enlarging at Phage's avatar at her _enthusiastic_ laughter as it filled the mindscape and echoed in the undersea caverns.

She found what she was looking for behind her. Forgotten in the chaotic rush of events, Phage seized the length of pipe she had snapped off on the way down to the flooded level. A quick inspection of the broken ends revealed that one end had torn off jagged and sharp. An impromptu spear.

The serendipitous moment just kept on rolling. Euphoria bloomed in her chassis like the vibrant glow of a spark. At last, Optimus understood what had set her off.

 _::I see. Gordian Knot. An intricate problem solved via a straight forward solution.::_

 _::Thank you Alexander the Great, you alcoholic bastard!::_ Crooned Phage.

 _In the mindscape, Optimus Prime's avatar discretely turned aside to compose himself._

Immediately, Phage set at the task of severing the wires trapping her leg. One wire, two, a third... Salt water burst on her glossa as she nicked her digit, loosing precious air as it burst from her mouth. Lifeblood flowed from the wound, iridescent and glowing against the salt water. A bright light before mixing and fading into the dark waters all around. Along the seams of her digit, a faint green glow flashed through and faded as the wound sealed.

 _::Careful.::_ Came the gentle reprimand from Optimus.

Phage gnashed her denta in self berate. :: _How have I missed that all this time? God, I am so oblivious.::_

Another wire snapped under their renewed fevered sawing motions.

 _::Not oblivious.:: Interjected Optimus's lumberous engexed thought-sends. ::Just...distracted. Often with other matters.::_

 _::That really doesn't make it better.::_

The column shifted under Sea Spray's relentless efforts, shifting and lifting an inch and then three—half a foot. Suddenly, his leg kicked out against her, urging her to move. It was a strange scramble she made to free her leg while still desperately cutting away at the wiring that had wrapped in a confusing mess under and around the column, and though Phage managed to drag herself out from under the column, the wiring kept her from outright escaping.

A slow burning pain settled in her air intakes. Her central processor started the long shrill scream that she needed air soon to keep her turbocharged spark chamber cool. She tried to fight back against brute animalistic drives that wanted her to panic. She tried to reason against it that she had more oxygen than that until darkness and static snow began threatening at the corners of her vision.

Abandoning her task at hand, Phage grabbed at Sea Spray's leg, pulled at the prominent edges, banged and tugged. Desperate to get him to understand her situation, screaming at the mech in her head: _Help us!_

The moment Phage began to panic, Optimus seized the reigns of control. He sharply twisted away from Sea Spray and took up the pipe spear. In a number of quick decisive powerful strokes the wires fell rapidly away until the smooth teal shade of her leg was all that was left.

 _::Done!::_ _Phage's voice sang eagerly across the mindscape_. _Her avatar bounded next to him and began vibrating with restless energy. ::Donedonedonedonedone!::_

A dull groan echoed through the freezing waters as Sea Spray dropped the pillar. The next few seconds were a blur as he scrambled to gather her up and take off for the floor above.

 _Tempered amusement glittered in Prime's optics. His servo settled over her helm, forcing her to keep still. ::We are not out of danger yet.::_

 _She shot him an askance glance. ::Are you crazy?! Why would you jinx us-::_

A low thunderous _whoosh_ hit the water and sank as something heavy splashed down behind her. Phage started badly, jerking around in Sea Spray's grasp. Wild desperate thoughts of the two time-sharing consciousnesses colluded that it was Rumble. Before the bubbles had even cleared, black hands were reaching for her through the salt water.

Their psyches reeled, screaming klaxon alarms blaring in her brain module from both parties. _::Megatron!::_

There was a burst of blue light, and then Sea Spray had his blaster in hand. Adrenaline bursting through her systems, Phage and Prime jointly struck out with the other end of the makeshift spear. She heard it collide and scrap off the target. An angry shout, diluted underwater, came back at her.

The bubbles cleared and a blue visor became evident through the gloom. The black servos were attached to white arms, attached to...

 _::Jazz! Phage, it's only Jazz! Not Megatron!::_

Her sheepish grin met Jazz's unamused frown. He knocked aside her impromptu spear with the back of his servo while Sea Spray subspaced his blaster. In wordless attunement, Jazz and Sea Spray's servos plunged through the water for her and seized a forearm apiece. Kicking off together, they yanked her up and forward.

For all the freezing Pacific around, the heat build-up in her spark chamber from the binary sparks was searing. A fading part of her thoughts fretted that it would melt her spark chamber from the inside out soon enough without proper air flow.

Thought processes became a terse, cumbersome thing, petering off and on again as it pleased. Darkness flirted from the corners of her vision until all at once, it rushed to plunge both Prime and Phage into its absolute embrace. With their combined willpower, they tried to reign back against loosing consciousness, her hands reaffirming her hold on Jazz and Sea Spray in a death grip.

 _::Don't breathe. Don't... breathe...::_

 _::Nearly there!:: Optimus pressured. ::We-Phage?!::_

The dark cyclone tunneling her vision collapsed at its end, consuming the light far overhead. A distant part of themselves felt her grip go limp. There was only a vague registering sensation of Jazz and Sea Spray's hold tightening on her upper arms. Optimus's strong will weathered the rising tide and beat back the darkness. Only to realize the distinct absence of everything that was Phage.

 _Ancient ingrained instincts had Optimus's avatar whirling around to account for Phage's position and assist if need be, even when he himself wasn't sure how he was suppose to help in such a situation. She had just been beside him. When he turned, th_ _eir sparks thudded painfully in their chassis. Phage's avatar's optics had rolled up into her cranium. Her knees bucked, stumbling backwards further into her hemisphere. One pede hit the oily waters as the tide surged forward, silent as the vacuum of space. In a split nanoklik, the wrongness of the quiet of the undersea struck him hard and he spared a fleeting thought to wonder why he had never thought of that before. The moment solidified into action as Phage's pede came down and rather than manifest on her fiery aurora bridge, her pede splashed into the shallows. Followed by the other. On the third back step, Phage collapsed backwards._

 _::Phage!:: Roaring her name, Optimus surged forward before her body hit the waters. Before he could reach her, Phage's avatar hit the undersea and sank into its opaque depths._


End file.
